Common use of Expenses of the Trust Clause in Contracts

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Trust or incurred by the Manager on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable by the Trust shall include, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for the Series; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ net assets; x. The Series’ pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the Series, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the Series, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Series, including certain research services, as approved by the Board. The Series, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Trust or incurred by the Manager on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable by the Trust shall include, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for the SeriesETF; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series ETF and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees x. Xxxx and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ ETF’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ ETF’s and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series ETF and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ ETF’s shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directorstrustees, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series ETF assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ ETF’s net assets; x. The Series’ ETF’s pro rata portion of fidelity bond, errors and omissions, and trustees directors and officer officers liability insurance premiums; xi. The Series’ ETF’s pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directorstrustees, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the SeriesETF, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the SeriesETF, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the SeriesETF; xvii. Fees and expenses associated with preparing the Series’ ETF’s filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the SeriesETF; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the SeriesETF; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series ETF valuation and tax lot accounting; (b) daily reconciliation of the Series’ ETF’s cash and positions with the Series’ ETF’s custodians; (c) detailed reconciliations of the Series’ ETF’s net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series ETF and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ ETF’s margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’ETF’s, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series ETF to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the SeriesETF, including certain research services, as approved by the Board. The SeriesETF, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series ETF specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series ETF under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series ETF of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the SeriesETF, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Trust or incurred by the Manager on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable by the Trust shall include, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for the SeriesETF; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series ETF and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ ETF’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ ETF’s and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series ETF and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ ETF’s shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directorstrustees, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series ETF assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ ETF’s net assets; x. The Series’ ETF’s pro rata portion of fidelity bond, errors and omissions, and trustees directors and officer officers liability insurance premiums; xi. The Series’ ETF’s pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directorstrustees, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the SeriesETF, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the SeriesETF, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the SeriesETF; xvii. Fees and expenses associated with preparing the Series’ ETF’s filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the SeriesETF; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the SeriesETF; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series ETF valuation and tax lot accounting; (b) daily reconciliation of the Series’ ETF’s cash and positions with the Series’ ETF’s custodians; (c) detailed reconciliations of the Series’ ETF’s net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series ETF and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ ETF’s margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’ETF’s, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series ETF to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the SeriesETF, including certain research services, as approved by the Board. The SeriesETF, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series ETF specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series ETF under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series ETF of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the SeriesETF, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3Subject to Article IV, Section 5, the Trust Trustees shall be responsible for all of its own fees, expenses, charges, assessments, taxes, have the power and other costs incurred in its operations, whether incurred directly by authority to cause the Trust (or incurred by the Manager to act on behalf of the Trust (togetherTrust) to make payments directly or indirectly through contractual arrangements, “fees and expenses”). Such fees and expenses payable by or to reimburse the Trustees from the Trust shall includeProperty, for their expenses and disbursements related to actions taken in their role as Trustees, including, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage , interest charges, taxes, brokerage fees and commissions in connection with the purchase commissions; expenses of pricing Trust portfolio securities; expenses of sale, addition and sale reduction of securities for the Series; iii. Fees Shares; insurance premiums; applicable fees, interest charges and expenses of transfer and dividend disbursing agentsthird parties, sub-including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, custodians, securities lending agents, administrators and shareholder servicing agents and record-keeping agentsfund accountants; fees of pricing, including interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering Trust and maintaining its existence; costs of preparing and printing the registration prospectuses, statements of the Series additional information and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, Shareholder reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ net assets; x. The Series’ pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees and delivering them to Shareholders; expenses of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes Shareholders and other governmental fees levied against the Seriesproxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and the preparation of the Trust’s tax returns; xv. Investment supplies; fees and expenses of the Series, including Trustees; compensation of the interest expense Trust’s officers and employees and costs of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims other personnel performing services for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any Trust; costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (under state or other requests for consent or approval of interest holders) with respect to foreign securities or other assets held by the Serieslaws; and for such non-recurring items as may arise, including certain research serviceslitigation to which the Trust (or a Trustee or officer of the Trust acting as such) is a party, as approved and for all losses and liabilities by them incurred in administering the BoardTrust. The Series, at its expense, may enter into agreements with one Trustees shall have a lien on the assets belonging to the Trust prior to any rights or more entities (including the Manager) to perform some or all interests of the services related Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities. This Article shall not preclude the fees and expenses Trust from directly paying any of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such aforementioned fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3Subject to Article IV, Section 8 hereof, the Trust Trustees shall be responsible for all of its own fees, expenses, charges, assessments, taxes, have the power and other costs incurred in its operations, whether incurred directly by authority to cause the Trust (or incurred by the Manager to act on behalf of the Trust (togetherTrust) to pay directly or indirectly through contractual arrangements, “fees and expenses”). Such fees and expenses payable by or to reimburse the Trustees from the Trust shall includeProperty, for their expenses and disbursements, including, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage , interest charges, taxes, brokerage fees and commissions in connection with the purchase commissions; expenses of pricing Trust portfolio securities; expenses of sale, addition and sale reduction of securities for the Series; iii. Fees Shares; insurance premiums; applicable fees, interest charges and expenses of transfer and dividend disbursing agentsthird parties, sub-including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, custodians, securities lending agents, administrators and shareholder servicing agents and record-keeping agentsfund accountants; fees of pricing, including interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering Trust and maintaining their existence; costs of preparing and printing the registration prospectuses, statements of the Series additional information and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, Shareholder reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ net assets; x. The Series’ pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees and delivering them to Shareholders; expenses of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes Shareholders and other governmental fees levied against the Seriesproxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and the preparation of the Trust’s tax returns; xv. Investment supplies; fees and expenses of the Series, including Trustees; compensation of the interest expense Trust’s officers and employees and costs of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims other personnel performing services for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any Trust; costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (under state or other requests for consent or approval of interest holders) with respect to foreign securities or other assets held by the Serieslaws; and for such non-recurring items as may arise, including certain research serviceslitigation to which the Trust (or a Trustee or officer of the Trust acting as such) is a party, as approved and for all losses and liabilities by them incurred in administering the BoardTrust. The SeriesTrustees shall have a lien on the assets belonging to the Trust, at its expense, may enter into agreements with one prior to any rights or more entities (including the Manager) to perform some or all interests of the services related 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 fees and expenses Trust from directly paying any of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such aforementioned fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the The Trust shall be responsible for pay all of its own fees, expenses, charges, assessments, taxes, and expenses other costs incurred in its operations, whether incurred directly than those expressly assumed by the Trust or incurred by the Manager on behalf of the Trust (togetherAdvisor herein, “fees and expenses”). Such fees and which expenses payable by the Trust shall include, but are not limited to: i. : Fees to the Advisor as provided herein; Legal and audit expenses; Fees and expenses paid related to the Manager as provided herein; ii. Brokerage registration and qualification of the 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 maintenance of the Funds or Trust; Salaries, fees and expenses of Trustees and executive officers of the Trust, other than Advisor Employees; Taxes and corporate fees levied against the Trust; Brokerage commissions in connection and other expenses associated with the purchase and sale of portfolio securities for the Series; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agentsTrust; Expenses, including the expenses interest, of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series and its shares under federal and any applicable state lawsborrowing money; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident Expenses incidental to meetings of the Trust's shareholders of the Trust, reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and Trust's organizational existence; Expenses of printing stock certificates representing shares of the Trust’s legal existence; vi. Fees Trust and expenses of all audits by independent public accountants; vii. Fees preparing, printing and expenses of legal counsel mailing notices, proxy material, reports to the Series and/or the trustees, including the legal fees related regulatory bodies and reports to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any Trust; Expenses of its affiliates; ix. Fees preparing and expenses relating to the pricing and return data typesetting of Series assets and related indices to the extent necessary for disclosure in regulatory filings for prospectuses of the Trust, including expenses ; Expenses of obtaining quotations for calculating the value printing and distributing prospectuses to shareholders of the Series’ net assets; x. The Series’ pro rata portion of Trust; Association membership dues; Insurance premiums for fidelity bondand other coverage; Distribution Plan expenses, errors as permitted by Rule 12b-1 under the 1940 Act and omissions, and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries ; and Such other compensation, in whole or in part, legitimate Trust expenses as the Board of officers and employees of the Trust who Trustees may from time to time determine are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable properly chargeable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the Series, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the Series, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Series, including certain research services, as approved by the Board. The Series, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the The Trust shall be responsible for pay all of its own fees, expenses, charges, assessments, taxes, and expenses other costs incurred in its operations, whether incurred directly than those expressly assumed by the Trust or incurred by the Manager on behalf of the Trust (togetherAdvisor herein, “fees and expenses”). Such fees and which expenses payable by the Trust shall include, but are not limited to: i. : Fees to the Advisor as provided herein; Legal and audit expenses; Fees and expenses paid related to the Manager as provided herein; ii. Brokerage registration and qualification of the 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 maintenance of the Funds or Trust; Salaries, fees and expenses of Directors and executive officers of the Trust, other than Advisor Employees; Taxes and corporate fees levied against the Trust; Brokerage commissions in connection and other expenses associated with the purchase and sale of portfolio securities for the Series; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agentsTrust; Expenses, including the expenses interest, of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series and its shares under federal and any applicable state lawsborrowing money; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident Expenses incidental to meetings of the Trust's shareholders of the Trust, reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and Trust's organizational existence; Expenses of printing stock certificates representing shares of the Trust’s legal existence; vi. Fees Trust and expenses of all audits by independent public accountants; vii. Fees preparing, printing and expenses of legal counsel mailing notices, proxy material, reports to the Series and/or the trustees, including the legal fees related regulatory bodies and reports to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any Trust; Expenses of its affiliates; ix. Fees preparing and expenses relating to the pricing and return data typesetting of Series assets and related indices to the extent necessary for disclosure in regulatory filings for prospectuses of the Trust, including expenses ; Expenses of obtaining quotations for calculating the value printing and distributing prospectuses to shareholders of the Series’ net assets; x. The Series’ pro rata portion of Trust; Association membership dues; Insurance premiums for fidelity bondand other coverage; Distribution Plan expenses, errors as permitted by Rule 12b-1 under the 1940 Act and omissions, and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries ; and Such other compensation, in whole or in part, legitimate Trust expenses as the Board of officers and employees of the Trust who Trustees may from time to time determine are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable properly chargeable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the Series, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the Series, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Series, including certain research services, as approved by the Board. The Series, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3During the term of this Agreement, each Series will bear all expenses not specifically assumed by the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs Manager incurred in its operationsoperations and the offering of its shares. Expenses borne by each Series will include, whether incurred directly but not be limited to, the following (or each Series' proportionate share of the following): brokerage commissions relating to securities purchased or sold by the Trust Series or any losses incurred by the Manager in connection therewith; fees payable to and expenses incurred on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable Series by the Trust shall include, but are not limited to: i. Fees and Manager; expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for organizing the Series; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing registration and return data of Series assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value qualification of the Series’ net assets; x. The Series’ pro rata portion of fidelity bond, errors ' shares under federal or state securities laws and omissions, maintaining such registrations and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of qualifications; distribution fees; fees and salaries payable to the Trust's directors and officers who are not officers or employees of the Manager or interested persons (as defined in the 1940 Act) of any investment adxxxxx xx underwriter of the Trust; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; charges of custodians, transfer agents and other agents; costs of preparing share certificates; expenses of setting in type and printing prospectuses and supplements thereto for existing shareholders, reports and statements to shareholders and proxy materials; any extraordinary expenses (including fees and disbursements of counsel) incurred by the Trust or Series; and fees and other expenses incurred in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the Series, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the Series, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Series, including certain research services, as approved by the Board. The Series, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expenseorganizations.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Trust or incurred by the Manager on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable by the Trust shall include, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for the SeriesTrust; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series Trust and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ Trust’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series Trust and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ Trust’s shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series Trust assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ Trust’s net assets; x. The Series’ Trust’s pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; xi. The Series’ Trust’s pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the SeriesTrust, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the SeriesTrust, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the SeriesTrust; xvii. Fees and expenses associated with preparing the Series’ Trust’s filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the SeriesTrust; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the SeriesTrust; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series Trust valuation and tax lot accounting; (b) daily reconciliation of the Series’ Trust’s cash and positions with the Series’ Trust’s custodians; (c) detailed reconciliations of the Series’ Trust’s net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series Trust and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ Trust’s margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’Trust’s, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series Trust to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the SeriesTrust, including certain research services, as approved by the Board. The SeriesTrust, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series Trust specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series Trust under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series Trust of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the SeriesTrust, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3, the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Trust or incurred by the Manager on behalf of the Trust (together, “"fees and expenses”"). Such fees and expenses payable by the Trust shall include, but are not limited to: i. Fees and expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for the SeriesTrust; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series Trust and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ Trust's shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s 's legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series Trust and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ Trust's shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing and return data of Series Trust assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value of the Series’ Trust's net assets; x. The Series’ Trust's pro rata portion of fidelity bond, errors and omissions, and trustees and officer liability insurance premiums; xi. The Series’ Trust's pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s 's chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the SeriesTrust, and the preparation of the Trust’s 's tax returns; xv. Investment fees and expenses of the SeriesTrust, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the SeriesTrust; xvii. Fees and expenses associated with preparing the Series’ Trust's filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the SeriesTrust; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the SeriesTrust; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series Trust valuation and tax lot accounting; (b) daily reconciliation of the Series’ Trust's cash and positions with the Series’ Trust's custodians; (c) detailed reconciliations of the Series’ Trust's net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series Trust and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ Trust's margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’Trust's, not the Manager’s's, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series Trust to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the SeriesTrust, including certain research services, as approved by the Board. The SeriesTrust, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series Trust specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series Trust under this Agreement shall not prejudice the Manager’s 's right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series Trust of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the SeriesTrust, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expense.

Expenses of the Trust. Other than as provided for in Sections 1 and 3During the term of this Agreement, each Series will bear all expenses not specifically assumed by the Trust shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs Manager incurred in its operationsoperations and the offering of its shares. Expenses borne by each Series will include, whether incurred directly but not be limited to, the following (or each Series'proportionate share of the following): brokerage commissions relating to securities purchased or sold by the Trust Series or any losses incurred by the Manager in connection therewith; fees payable to and expenses incurred on behalf of the Trust (together, “fees and expenses”). Such fees and expenses payable Series by the Trust shall include, but are not limited to: i. Fees and Manager; expenses paid to the Manager as provided herein; ii. Brokerage fees and commissions in connection with the purchase and sale of securities for organizing the Series; iii. Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; iv. Fees and expenses of registering and maintaining the registration of the Series and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; v. Fees and expenses incident to meetings of the shareholders of the Trust, reports to the Series’ shareholders, the filing of reports with regulatory bodies and the maintenance of the Series’ and the Trust’s legal existence; vi. Fees and expenses of all audits by independent public accountants; vii. Fees and expenses of legal counsel to the Series and/or the trustees, including the legal fees related to the registration and continued qualification of the Series’ shares for sale; viii. Compensation of, and fees and expenses incurred by those individuals serving as, trustees who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; ix. Fees and expenses relating to the pricing registration and return data of Series assets and related indices to the extent necessary for disclosure in regulatory filings for the Trust, including expenses of obtaining quotations for calculating the value qualification of the Series’ net assets; x. The Series’ pro rata portion of fidelity bond, errors ' shares under federal or state securities laws and omissions, maintaining such registrations and trustees and officer liability insurance premiums; xi. The Series’ pro-rata portion of qualifications; distribution fees; fees and salaries payable to the Trust's directors and officers who are not officers or employees of the Manager or interested persons (as defined in the 0000 Xxx) of any investment adviser or underwriter of the Trust; taxes (including any income or franchise taxes) and governmental fees; costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Trust or Series for violation of any law; legal, accounting and auditing expenses, including legal fees of special counsel for the independent directors; charges of custodians, transfer agents and other agents; costs of preparing share certificates; expenses of setting in type and printing prospectuses and supplements thereto for existing shareholders, reports and statements to shareholders and proxy materials; any extraordinary expenses (including fees and disbursements of counsel) incurred by the Trust or Series; and fees and other expenses incurred in connection with membership in investment company organizations or trade associations, as approved by the Board; xii. Salaries and other compensation, in whole or in part, of officers and employees of the Trust who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Trust shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Trust’s chief compliance officer); xiii. Fees and expenses incident to meetings of the Board; xiv. Taxes and other governmental fees levied against the Series, and the preparation of the Trust’s tax returns; xv. Investment fees and expenses of the Series, including the interest expense of borrowing money; xvi. Fees and expenses associated with obtaining tax reclaims for the Series; xvii. Fees and expenses associated with preparing the Series’ filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; xviii. Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Series; xix. Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; xx. Extraordinary fees and expenses of the Series; xxi. Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Series valuation and tax lot accounting; (b) daily reconciliation of the Series’ cash and positions with the Series’ custodians; (c) detailed reconciliations of the Series’ net asset value; and (d) maintenance of books and records of portfolio transactions; xxii. Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Series and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; xxiii. Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Series’ margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; xxiv. Fees and expenses related to the Series’, not the Manager’s, compliance program; xxv. Fees and expenses associated with oversight of the securities lending activities of the Series to the extent permissible by law; and xxvi. Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Series, including certain research services, as approved by the Board. The Series, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Series specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Series under this Agreement shall not prejudice the Manager’s right to seek reimbursement for such fees and expenses or to provide for the future payment by the Series of such fees and expenses. In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Series, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Trust. To the extent there is uncertainty as to whether a fee or expense should be borne by the Trust, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Trust will bear such fee or expenseorganizations.