Common use of FEES; EXPENSES; EXPENSE REIMBURSEMENT Clause in Contracts

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ ' behalf at the Funds’ ' request or with the Funds’ ' consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ ' registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ ' tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Sub-Administrator shall reimburse the Administrator be reimbursed for its out-of-pocket costs incurred in connection with this Agreement and agreed to from time to time in a written Fee Schedule approved by the parties. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Administrator’s or Trust’s behalf at the Funds’ Administrator’s or Trust’s request or with the Funds’ Administrator’s or Trust’s consent. Each Fund The Administrator and/or the Trust, as the case may be, will bear all expenses that are incurred in its the operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne Trust expenses not assumed by the Funds, Sub-Administrator include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation and expense reimbursement for the Administrator’s services provided pursuant to this Agreement Services as may be agreed to from time to time set forth in a written separate fee schedule approved signed by the parties Parties (the “Fee Schedule”). The Fee Schedule may only be amended upon the mutual written agreement of the Administrator and initially the Trusts. The fees shall be due and payable as set forth in the Fee Schedule Schedule, except for any fee that a Trust disputes in good faith, provided that both Parties will work diligently and in good faith to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt effect an expeditious resolution of the invoicedispute (“Good Faith Dispute”). Upon A Good Faith Dispute will be deemed to exist only if (1) a Trust has given written notice of the termination dispute to Administrator promptly after receiving the invoice and (2) the notice explains the Trust’s position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed. All rights of compensation and expense reimbursement under this Agreement before for services performed shall survive the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund Trust will bear all expenses that are incurred in its the operation of such Trust and not specifically assumed by the Administrator. Expenses Such expenses to be borne by the Funds, each Trust include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Trust’s registration statement, proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationPreparation, printing and distribution mailing, as applicable, of the Funds’ Trust’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-2, Form N-PX, Form N-CSR, Form N-PORT and Form N-SARCEN (and such other forms that a Trust is required to file under the then-current SEC reporting regime), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Following the transition of the Services to the Sub-Administrator, the Sub-Administrator shall receive from the Funds such be entitled to reasonable compensation for the its services and expenses as Sub-Administrator’s services provided pursuant to this Agreement , as may be agreed to upon from time to time in a written fee schedule approved by between the parties Administrator and initially set forth in the Fee Schedule to this AgreementSub-Administrator. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds a Company or Account through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ behalf at the Funds’ Administrator’s or the Company’s or Account’s request or with the Funds’ Administrator’s or the Company’s or Account’s prior consent. Each Fund The Administrator acknowledges and agrees that the Administrator and/or the applicable Company or Account, as the case may be, will bear all expenses that are incurred in its the operation of the Company or Account and not specifically assumed by the Sub-Administrator. Expenses to be borne by the FundsAdministrator and/or the applicable Company or Account, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Administrator, the Company or Account directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany or Account; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationprint vendor and XXXXX filings (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Production”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Production, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset valuevalues. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that (i) the compensation of such person or persons shall be paid by the Administrator and that Sub-Administrator, (ii) the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions, and (iii) such employment will not diminish the quality or timeliness of the Services being performed by the Sub-Administrator pursuant to this Agreement.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund Parties with respect to each Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule A to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its reasonable and fully documented out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse Fund Parties must notify the Administrator in writing of any contested amounts within ninety (90) days of receipt of a billing for any equipment such amounts. Disputed amounts are not due and supplies specially ordered by payable while they are being investigated. In the event of questions with respect to the calculation of the Administrator's fees hereunder or for the Funds through billing of such fees, the Administrator and for any other expenses not contemplated by this Agreement parties agree to present a report to the Board of the affected Fund(s) at its next regularly scheduled meeting regarding the resolution of such questions to the extent that the Administrator may incur on amounts involved are material to the Funds’ behalf at the Funds’ request or with the Funds’ consentaffected Fund(s). Each Fund (or Fund Party, as applicable) will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Fund (or Fund Party, as applicable), include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.:

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorAdministrator or another party. Expenses to be borne by the Funds, Trust include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel Fund Counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.,

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trusts such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon within thirty (30) days of receipt of the invoiceinvoice by the Trust. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trusts shall reimburse the Administrator for its reasonably incurred out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds a Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ a Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trusts for the acts and omissions of any such person or persons as it is for its own acts and omissions. The Administrator agrees to provide from time to time, but no less than once every three calendar months, an accounting to the Trusts for expenses, fees, and other costs incurred and/or paid under this Section 6. Such accounting shall include an aggregate of all expenses, fees, and costs incurred under this Section 6 for each calendar month, as well as an entry for any single expense in excess of $1,000. The accounting shall be provided to the Trusts pursuant to Section 13 herein or as otherwise agreed between the Administrator and the Trusts.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator with respect to each Fund such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed by the parties from time to time. All rights of compensation and expense reimbursement under this Agreement for services performed shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on any Fund’s or the Funds’ Administrator’s behalf or at a Fund’s or the Funds’ Administrator’s request or with the Funds’ Administrator’s consent. Each The Administrator acknowledges and agrees that each Fund and/or the Administrator, as the case may be, will bear all expenses that are incurred in its the operation of such Fund and not specifically assumed by the Sub-Administrator. Expenses to be borne by each Fund and/or the FundsAdministrator, as the case may be, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a any Fund’s registration statementstatement (as needed), proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by each Fund or the Funds Administrator directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundseach Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees fees, web hosting services; solicitation and tabulation of proxies; and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, mailing and web hosting of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director or employee of the Fundseach Fund; costs incidental to the preparationPreparation, printing and distribution of the Funds’ registration statements and any amendments thereto and each Fund’s shareholder reports; cost of typesetting and printing of prospectusesprospectuses (as necessary); cost of preparation Preparation and filing of the Funds’ each Fund’s tax returns, Form N-1A or N-2 N-PX, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal federal, state and state provincial securities laws; fidelity bond and directors’ and officers’ officers’/Errors and Omissions liability insurance, including any Independent Director-only insurance coverage; and cost of independent pricing services used in computing each Fund’s net asset value. The Sub-Administrator is authorized to and may employ or associate with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds a Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds each Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundseach Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrusts; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ each Fund’s tax returns, and each Trust’s Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used used, at the direction of a Trust, in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions. In connection with the foregoing, a Trust may, from time to time, identify certain duties required to be performed by the Administrator under this Agreement and the Administrator shall identify any non-affiliated third party that performs a substantial part of such work on the Administrator’s behalf at the time of the Trust’s request or thereafter.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds such be entitled to reasonable compensation for the Administrator’s its services provided pursuant to this Agreement and expenses as may be agreed to upon from time to time in a written fee schedule approved by between the parties Administrator and initially set forth in the Fee Schedule to Sub-Administrator. All rights of compensation and expense reimbursement under this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt Agreement for services performed as of the invoice. Upon termination date shall survive the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the The Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Administrator or Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Trust’s or the Administrator’s behalf at provided that the Funds’ request Trust or with the Funds’ Administrator gives its prior written consent. Each Fund of the Sub-Administrator and the Administrator agrees to bear its own operating expenses in connection with this Agreement. The Administrator will bear all Trust expenses that are incurred by the Administrator on behalf of the Trusts in its operation and not specifically assumed operation, unless otherwise mutually agreed in writing by the parties hereto. For the avoidance of doubt, the types of the Administrator. Expenses to be borne by ’s or the Funds, Trust’s operational costs that the Sub-Administrator will not bear include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions. The Sub-Administrator shall reasonably cooperate with the Administrator in its interaction with sub-advisors of the Trusts, and other third parties with respect to the provision of the services hereunder.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company, the Trust, Framlington and St. Clair such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company, the Trust, Framlington and St. Clair shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Each of the Company, the Trust, Framlington and St. Clair agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company, the Trust, Framlington or St. Clair through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company, the Trust, Framlington or St. Clair's behalf at the Funds’ Company, the Trust, Framlington and St. Clair's request or with the Funds’ Company, the Trust, Framlington and St. Clair's consent. Each Fund of the Company, the Trust, Framlington and St. Clair will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by each of the FundsCompany, the Trust, Framlington and St. Clair, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Company, the Trust, Framlington and St. Clair's registration statementstatement(s), proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company, the Trust, Framlington or St. Clair directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany, the Trust, Framlington or St. Clair; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation as provided in Section 5y), printing and mailing of any proxy materials; costs incidental to Board meetingsmeetings other than the costs of preparation of the agenda and background materials, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany, the Trust, Framlington or St. Clair; costs incidental to the preparationpreparation (excluding preparation as provided in Section 5x), printing and distribution of the Funds’ Company, the Trust, Framlington and St. Clair's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5x) and filing of the Funds’ Company, the Trust, Framlington and St. Clair's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company, the Trust, Framlington and St. Clair's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company, the Trust, Framlington and St. Clair for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon within thirty (30) days of receipt of the invoiceinvoice by the Administrator. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its reasonably incurred out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Administrator or a Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Administrator’s or a Trust’s behalf at the Funds’ Administrator’s or Trust’s request or with the Funds’ Administrator’s or Trust’s consent. Each Fund The Administrator or Trust will bear all expenses that are incurred in its the Trust’s operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the FundsAdministrator or Trust, include, but are not limited to: organizational expenses; reasonable cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-PX, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Administrator or Trust directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 and N-2, Form N-SARCSR, Form N-PX, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions. The Sub-Administrator agrees to provide from time to time, but no less than once every three calendar months, an accounting to the Administrator for expenses, fees, and other costs incurred and/or paid under this Section 6. Such accounting shall include an aggregate of all expenses, fees, and costs incurred under this Section 6 for each calendar month, as well as an entry for any single expense in excess of $1,000. The accounting shall be provided to the Administrator pursuant to Section 13 herein or as otherwise agreed between the Sub-Administrator and the Administrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds each Trust such compensation for the AdministratorBank’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds each Trust shall reimburse the Administrator Bank for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Each Trust agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorBank. Expenses to be borne by the Fundseach Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds each Trust directly from parties other than the AdministratorBank; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fundsshareholders; costs incidental to the preparation, typesetting, printing and distribution of the Funds’ registration statements and any amendments thereto and Trust’s shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 and Form N-SAR, ; and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and the cost of independent pricing services used in computing each Fund’s the Portfolios’ net asset value. The Administrator Bank is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds each Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation as provided in Section 5y), printing and mailing of any proxy materials; costs incidental to Board meetingsmeetings other than the costs of preparation of the agenda and background materials, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationpreparation (excluding preparation as provided in Section 5x), printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5x) and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trusts such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trusts shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds Trusts agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trusts through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the FundsTrusts’ behalf at the FundsTrusts’ request or with the FundsTrusts’ consent. Each Fund The Trusts will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrusts, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trusts directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrusts; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrusts; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the FundsTrusts’ registration statements Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the FundsTrusts’ tax returns, Form N-1A or N-2 N-1A, Form N-2, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds and/or the Adviser such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. Each Fund shall be liable severally, and not jointly, for its respective share of the amount of compensation due to the Administrator, and the Adviser shall be jointly liable with each Fund for the amount of compensation and expenses due to the Administrator with respect to such Fund. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds and/or the Adviser shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds with the written signed approval of an Authorized Person through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ ' behalf at the Funds’ ' request or with the Funds’ consentwritten signed approval of an Authorized Person. Each Fund and/or the Adviser will bear all expenses that are incurred in its operation of such Fund and not specifically assumed by the Administrator. Expenses to be borne by the FundsFunds and/or the Adviser, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds a Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ ' tax returns, Form N-1A or N-2 , Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds each Company shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Execution Version Each Fund Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Company, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders unitholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officermanager, director\trustee officer or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder unitholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, regulatory forms (including amendments to the Registration Statement on Form N-1A or N-2 and Form N-SARN-2), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fundthe Company’s net asset valuevalue (“NAV”). The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s written request or with the Funds’ Trust’s written consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions; provided, further, that the Administrator shall notify the Trust of the appointment of any such person not affiliated with the Administrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds and/or the Adviser such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. Each Fund shall be liable severally, and not jointly, for its respective share of the amount of compensation due to the Administrator, and the Adviser shall be jointly liable with each Fund for the amount of compensation and expenses due to the Administrator with respect to such Fund. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds and/or the Adviser shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds with the written signed approval of an Authorized Person through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consentwritten signed approval of an Authorized Person. Each Fund and/or the Adviser will bear all expenses that are incurred in its operation of such Fund and not specifically assumed by the Administrator. Expenses to be borne by the FundsFunds and/or the Adviser, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds a Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection inconnection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ theFunds' behalf at the Funds’ ' request or with the Funds’ ' consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ ' registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ ' tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation and expense reimbursement for the Administrator’s services provided pursuant to this Agreement Services as may be agreed to from time to time set forth in a written separate fee schedule approved signed by the parties Parties (the “Fee Schedule”). The Fee Schedule may only be amended upon the mutual written agreement of the Administrator and initially the Trusts. The fees shall be due and payable as set forth in the Fee Schedule Schedule, except for any fee that a Trust disputes in good faith, provided that both Parties will work diligently and in good faith to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt effect an expeditious resolution of the invoicedispute (“Good Faith Dispute”). Upon A Good Faith Dispute will be deemed to exist only if (1) a Trust has given written notice of the termination dispute to Administrator promptly after receiving the invoice and (2) the notice explains the Trust’s position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed. All rights of compensation and expense reimbursement under this Agreement before for services performed shall survive the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund Trust will bear all expenses that are incurred in its the operation of such Trust and not specifically assumed by the Administrator. Expenses Such expenses to be borne by the Funds, each Trust include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Trust’s registration statement, proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationPreparation, printing and distribution mailing, as applicable, of the Funds’ Trust’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-2, Form N-PX, Form N-CSR, Form N-PORT and Form N-SARCEN (and such other forms that a Trust is required to file under the then-current SEC reporting regime), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon within thirty (30) days of receipt of the invoiceinvoice by the Administrator. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its reasonably incurred out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Administrator or a Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Administrator’s or a Trust’s behalf at the Funds’ Administrator’s or Trust’s request or with the Funds’ Administrator’s or Trust’s consent. Each Fund The Administrator or Trust will bear all expenses that are incurred in its the Trust’s operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the FundsAdministrator or Trust, include, but are not limited to: organizational expenses; reasonable cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Administrator or Trust directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions. The Sub-Administrator agrees to provide from time to time, but no less than once every three calendar months, an accounting to the Administrator for expenses, fees, and other costs incurred and/or paid under this Section 6. Such accounting shall include an aggregate of all expenses, fees, and costs incurred under this Section 6 for each calendar month, as well as an entry for any single expense in excess of $1,000. The accounting shall be provided to the Administrator pursuant to Section 13 herein or as otherwise agreed between the Sub-Administrator and the Administrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds a Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds each Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundseach Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrusts; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ each Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trusts shall reimburse the Administrator for its reasonable and fully documented out-of-pocket costs incurred in connection with this Agreement. The Funds Trusts agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds a Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ a Trust’s behalf or at the Funds’ Trust’s request or with the Funds’ Trust’s consent. All rights of compensation and expense reimbursement under this Agreement for services performed shall survive the termination of this Agreement. Each Fund Trust acknowledges and agrees that it will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrusts, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s the Trusts’ registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by a Trust or the Funds Trusts directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundsa Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fundseach Trust; costs incidental to the preparation, printing and distribution of the Funds’ each Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ each Trust’s tax returns, Form N-1A or N-2 N-2, Form N-PX, Form N-CSR, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each FundTrust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trusts for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee separate fee schedule described on Schedule B attached to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ consentCompany's consent provided Administrator provides Company advance written notice detailing the equipment, supplies or expense and the anticipated costs. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid for solely by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions, and further provided Administrator provides advance written notice of its intent to do so.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Fund such compensation for the Administrator’s services provided to such Fund pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Fund shall reimburse the Administrator for its the out-of-pocket costs incurred by the Administrator in connection with this AgreementAgreement with respect to such Fund. The Funds agree In the event that out-of-pocket expenses are anticipated to be incurred outside of the ordinary course of business, the Administrator shall consult with the Fund prior to incurring such costs. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement through the date on which such amounts are paid by the applicable Fund. Each Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds such Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ such Fund’s behalf at the Funds’ such Fund’s request or with the Funds’ such Fund’s prior consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Fund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds such Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundssuch Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders members including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director\managing member or employee of the Fundssuch Fund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Fund’s Registration Statements and any amendments and supplements thereto and shareholder member reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each such Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds a Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each Fund’s the Funds’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and to be billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees to promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds exclusive use of the Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with as consented to by the Funds’ consentFund. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its reasonable and fully documented out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees to promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf or at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund All rights of compensation and expense reimbursement under this Agreement for services performed shall survive the termination of this Agreement. The Trust acknowledges and agrees that it will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Trust’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-2, Form N-PX, Form N-CSR, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ Company's consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s registration statement, proxy materials, the Company's federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Companies such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee separate fee schedule described on Schedule C attached to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Companies agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds a Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ consentCompany's consent provided Administrator provides Company advance written notice detailing the equipment, supplies or expense and the anticipated costs. Each Fund Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company's tax returns, Form N-1A N-1A, N-2, N-4 or N-2 N-6 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid for solely by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions, and further provided Administrator provides advance written notice of its intent to do so.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds such Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ such Trust’s behalf at the Funds’ Managing Owner’s request or with the Funds’ Managing Owner’s consent. Each Fund Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Fundseach Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form 10-K, Form 10-Q, Form 8-K, Form 8-A, documents filed with the CFTC and NFA, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds a Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundsa Trust; investment advisory management fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board membersany meetings with respect to the Trusts or otherwise requested by the Managing Owner; the salary and expenses of any officer, director\trustee or employee of the FundsTrust or the Managing Owner; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements each Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ each Trust’s tax returns, Registration Statement, Form N-1A or N-2 10-K, Form 10-Q, Form 8-K, Form 8-A, documents filed with the CFTC and Form N-SARNFA, and all notices, registrations and amendments associated with applicable federal and state tax tax, securities and securities commodities laws; all applicable registration fees and filing fees required under federal and state securities and commodities laws; fidelity bond and directors’ and officers’ liability the cost of any insurance; and the cost of independent pricing services used in computing each Fund’s the Trusts’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation as provided in Section 5y), printing and mailing of any proxy materials; costs incidental to Board meetingsmeetings other than the costs of preparation of the agenda and background materials, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationpreparation (excluding preparation as provided in Section 5x), printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5x) and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds applicable Fund such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds applicable Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund’s behalf at the Funds’ Fund’s request or with the Funds’ Fund’s consent. Each The applicable Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to, as applicable to the relevant Fund: organizational and offering expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders equityholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Fund’s Registration Statements, prospectuses, private placement memorandum, as applicable, and any amendments and supplements thereto and shareholder equityholder reports; cost costs of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 regulatory forms (including Forms 10-K, 10-Q and Form N8-SARK), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule fee schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed shall survive the termination of this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf or at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund The Company acknowledges and agrees that the Company will bear all expenses that are incurred in its the operation of the Company and not specifically assumed by the Administrator. Expenses to be borne by the Funds, Company include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Company’s registration statementOrganizational Documents, proxy materials, federal tax and state tax qualification as a regulated investment company regulatory filings and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationany Preparation, printing and distribution of the Funds’ registration statements Company’s Organizational Documents and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 and Form N-SAR, returns and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state applicable securities laws; any fidelity bond and or directors’ and officers’ liability insurance; and cost of any independent pricing services used in computing each Fundthe Company’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such be entitled to reasonable compensation for the its services and expenses as Administrator’s services provided pursuant to this Agreement , as may be agreed to upon from time to time in a written fee schedule approved by between the parties Fund and initially set forth in the Fee Schedule to Administrator. All rights of compensation and expense reimbursement under this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt Agreement for services performed as of the invoice. Upon termination date shall survive the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, Fund include, but are not limited to: organizational expenses; cost of services of the Fund’s independent accountants or other accountants and outside legal and tax counsel advisers (including review, if any, by such counsel’s review accountants and advisers of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Registration Statement and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it the Administrator in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Trust such compensation and expense reimbursement for the Administrator’s services provided pursuant to this Agreement Services as may be agreed to from time to time set forth in a written separate fee schedule approved signed by the parties Parties (the “Fee Schedule”). The Fee Schedule may only be amended upon the mutual written agreement of the Administrator and initially the Trusts. The fees shall be due and payable as set forth in the Fee Schedule Schedule, except for any fee that a Trust disputes in good faith, provided that both Parties will work diligently and in good faith to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt effect an expeditious resolution of the invoicedispute (“Good Faith Dispute”). Upon A Good Faith Dispute will be deemed to exist only if (1) a Trust has given written notice of the termination dispute to Administrator promptly after receiving the invoice and (2) the notice explains the Trust’s position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed. All rights of compensation and expense reimbursement under this Agreement before for services performed shall survive the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund Trust will bear all expenses that are incurred in its the operation of such Trust and not specifically assumed by the Administrator. Expenses Such expenses to be borne by the Funds, each Trust include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Trust’s registration statement, proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationPreparation, printing and distribution mailing, as applicable, of the Funds’ Trust’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-2, Form N-PX, Form N-CSR, Form N-PORT and Form N-SARCEN (and such other forms that a Trust is required to file under the then-current SEC reporting regime), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.Information Classification: Limited Access

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Portfolio(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator with respect to each Fund such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed by the parties from time to time. All rights of compensation and expense reimbursement under this Agreement for services performed shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on any Fund’s or the Funds’ Administrator’s behalf or at a Fund’s or the Funds’ Administrator’s request or with the Funds’ Administrator’s consent. Each The Administrator acknowledges and agrees that each Fund and/or the Administrator, as the case may be, will bear all expenses that are incurred in its the operation of such Fund and not specifically assumed by the Sub-Administrator. Expenses to be borne by each Fund and/or the FundsAdministrator, as the case may be, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a any Fund’s registration statementstatement (as needed), proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by each Fund or the Funds Administrator directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fundseach Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees fees, web hosting services; solicitation and tabulation of proxies; and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, mailing and web hosting of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee trustee or employee of the FundsTrust; costs incidental to the preparationPreparation, printing and distribution of the Funds’ registration statements and any amendments thereto and each Fund’s shareholder reports; cost of typesetting and printing of prospectusesprospectuses (as necessary); cost of preparation Preparation and filing of the Funds’ each Fund’s tax returns, Form N-1A or N-2 N-PX, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal federal, state and state provincial securities laws; fidelity bond and directors’ and officers’ officers’/Errors and Omissions liability insurance, including any Independent Trustee-only insurance coverage; and cost of independent pricing services used in computing each Fund’s net asset value. The Sub-Administrator is authorized to and may employ or associate with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon In the termination of event this Agreement before commences or terminates other than on the end first or last day respectively of any month, the fee for the services performed for part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreementperiod. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf Trust's behalf, in each instance at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses of the Trust to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of its independent accountants and its outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other any reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the out-of-pocket costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; out-of-pocket costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; out- of-pocket cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the Trust's fidelity bond and directors’ ' and officers’ ' liability insuranceinsurance premiums; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall Trust, on behalf of each Fund, agrees to reimburse the Administrator for its reasonable out-of-pocket costs incurred set out in connection with the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Administrator will bear its own expenses. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne For the avoidance of doubt, Administrator and/or Trust expenses not assumed by the Funds, Administrator include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-PORT, Form N-PX, Form N-MFP, Form N-CEN, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-PORT, Form N-PX, Form N-MFP and Form N-SARCEN, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds exclusive use of the Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and any other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its the Fund's operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties. The parties and initially agree that the fees set forth in the Fee Schedule shall apply with respect to each Fund and Portfolio thereof set forth on Schedule A hereto as of the date hereof and to any newly created Funds or Portfolios added to this Agreement that have requirements consistent with services then being provided by the Administrator under this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, including reasonable counsel fees. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree promptly Fund agrees to reimburse the Administrator reasonably promptly for any equipment and supplies specially ordered by or for the Funds Fund at the Fund’s request through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund’s behalf at the Funds’ Fund’s request or with the Funds’ Fund’s consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s the registration statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ Fund’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ or Portfolio(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and shall not be charged back to the Funds, in whole or in part, without the Fund’s consent and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon promptly after receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed to by the parties from time to time. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Trust’s registration statementRegistration Statement, Form N-CSR, Form N-Q, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation and XXXXX filing, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust, other than employees of the Administrator; costs incidental to the preparationpreparation and XXXXX filing, printing and distribution of the Funds’ Trust’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5) and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 Form N-SAR, Form N-Q, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Trust’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator with respect to the Fund such compensation for the Sub-Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon promptly after receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed to by the parties from time to time. The Funds Administrator agree promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Fund or the Administrator through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Fund's or on the Administrator's behalf or at the Funds’ Fund's or the Administrator's request or with the Funds’ Administrator's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation and XXXXX filing, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund, other than employees of the Administrator; costs incidental to the preparationpreparation and XXXXX filing, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5) and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset valuevalues. The Sub-Administrator is authorized to and may employ or associate with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds Company such compensation for the Administrator’s Bank's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Each Fund shall pay to the Bank any and all compensation and reimbursement of expense that are not paid to the Bank by the Company. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator Bank for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for a Fund, or the Funds Company, through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on a Fund's or the Funds’ behalf Company's behalf, at the Funds’ Fund's or the Company's request or with the Funds’ Fund's or the Company's consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorBank. Expenses to be borne by the Fundseach Fund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's preparation and review of a the Fund’s 's registration statement, proxy materials, materials as well as federal and state tax qualification as a regulated investment company and other reports and materials that may be prepared by the Administrator Bank under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the AdministratorBank; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, filing (edgarization), printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the FundsFund; costs incidental to the preparation, filing (edgarization), printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 returns and Form N-SARSAR (other than pursuant to Section 6f. of this Agreement), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s 's net asset value. The Administrator Bank is authorized to and may employ or associate with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly Trust agrees to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon within thirty (30) days of receipt of the invoiceinvoice by the Trust. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with the performance of its duties under this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other reasonable expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds Trust such compensation for the AdministratorBank’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds Trust shall reimburse the Administrator Bank for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust, on behalf of each Portfolio, will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorBank. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the AdministratorBank; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fundsshareholders; costs incidental to the preparation, typesetting, printing and distribution of the Funds’ registration statements and any amendments thereto and Trust’s shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 and Form N-SAR, ; and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and the cost of independent pricing services used in computing each Fund’s the Portfolios’ net asset value. The Administrator Bank is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Funds Administrator such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon within thirty (30) days of receipt of the invoiceinvoice by the Administrator. Upon the termination te1mination of this Agreement before the end of any month, the fee for the part of the month before such termination te1mination shall be prorated according to the proportion which such part xxxx bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Administrator shall reimburse the Sub-Administrator for its reasonably incurred out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services perf01med as of the te1mination date shall survive the termination of this Agreement. The Funds agree Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Funds Administrator or a Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Funds’ Administrator’s or a Trust’s behalf at the Funds’ Administrator’s or Trust’s request or with the Funds’ Administrator’s or Tiust’s consent. Each Fund The Administrator or Trust will bear all expenses that are incurred incmrnd in its the Trust’s operation and not specifically assumed by the Sub-Administrator. Expenses to be borne bome by the FundsAdministrator or Trust, include, but are not limited to: organizational expenses; reasonable cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Fmm N-CSR, Fmm N-Q, Fmm N-PX, Fmm N-MFP, Fmm N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, repmis, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Funds Administrator or Trust directly from parties paiiies other than the Sub-Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returnsretmns, Fmm N-lA, Form N-1A or N-2 N-CSR, Fmm N-Q, Form N-PX, Form N-MFP and Form Fmm N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Funds Administrator for the acts and omissions of any such person or persons as it is for its own acts and omissionsom1ss10ns. The Sub-Administrator agrees to provide from time to time, but no less than once every three calendfil’ months, an accounting to the Administrator for expenses, fees, and other costs incurred and/or paid under this Section 6. Such accounting shall include an aggregate of all expenses, fees, and costs incmTed under this Section 6 for each calendar month, as well as an entry for any single expense in excess of $1,000. The accounting shall be provided to the Administrator pursuant to Section 13 herein or as otherwise agreed between the Sub-Administrator and the Administrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such be entitled to reasonable compensation for the its services and expenses as Administrator’s services provided pursuant to this Agreement , as may be agreed to upon from time to time in a written fee schedule approved by between the parties Fund and initially set forth in the Fee Schedule to Administrator. All rights of compensation and expense reimbursement under this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt Agreement for services performed as of the invoice. Upon termination date shall survive the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, Fund include, but are not limited to: organizational expenses; cost of services of the Fund’s independent accountants or other accountants and outside legal and tax counsel advisers (including review, if any, by such counsel’s review accountants and advisers of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Registration Statement and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each the Fund’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it the Administrator in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with the performance of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon promptly after receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed to by the parties from time to time. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation as provided in Section 5x) and XXXXX filing, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust, other than employees of the Administrator; costs incidental to the preparationpreparation (excluding preparation as provided in Section 5w) and XXXXX filing, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5) and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds Company such compensation for the Administrator’s Bank's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. The Trust shall pay to the Bank any and all compensation and reimbursement of expense that are not paid to the Bank by the Company. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator Bank for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for the Funds Trust, or the Company, through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on the Funds’ behalf Trust's or Company's behalf, at the Funds’ Trust's or the Company's request or with the Funds’ Trust's or the Company's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorBank. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator Bank under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the AdministratorBank; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, filing (edgarization), printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationpreparation (other than pursuant to Section 6W. of this Agreement), filing (edgarization), printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 returns and Form N-SARSAR (other than pursuant to Section 6f. of this Agreement), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator Bank is authorized to and may employ or associate with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Investment Funds' net asset valuevalues. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule A to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each Fund The fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost costs of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's shareholder reports and registration statements and any amendments thereto thereto, including costs of preparation and shareholder reportsfiling under XXXXX; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorAdministrator or another party. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel Fund Counsel (including such counsel’s 's review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, Form N-CR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as "Preparation"), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees of Independent Trustees and expenses of Board members; the salary and expenses of any officer, director\trustee officer or employee Trustee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust's Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form NPX, Form N-MFP, Form N-SAR and Form N-SARCR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)' net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.NAVIGATOR

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from For the Funds such compensation for the Administrator’s services provided rendered pursuant to this Agreement for the Fund, the Administrator shall be entitled to a fee as may be agreed to from time to time provided for in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to Attachment A of this Agreementagreement. The Such fees are accrued to be computed daily and billed paid monthly and shall be due and payable upon receipt within the first fifteen days of the invoicefollowing month. Upon the any termination of this Agreement before the end of any month, the fee for the such part of the month before such termination shall be prorated according to the proportion which such part period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In additionFor the purpose of determining fees payable to the Administrator, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee value of the Funds; costs incidental to the preparationFund's net assets shall be computed as required by its Prospectus, printing generally accepted accounting principles and distribution resolutions of the Funds’ registration statements and any amendments thereto and shareholder reports; cost Fund's Board of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset valueDirectors. The Administrator is authorized will from time to and may time employ or associate with themselves such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and Directors who are not officers, directors, shareholders or employees of the Administrator, or the Fund's investment adviser or distributor for the Fund, SEC fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, certain insurance premiums including fidelity bond premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund, costs of shareholders' reports and corporate meetings and any extraordinary expenses, will be borne by the Fund, provided, however, that, except as provided in any distribution plan adopted by the Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Fund, and further provided that the Administrator shall be as fully responsible may utilize one or more independent pricing services, approved from time to time by the Funds for Board of Directors of the acts and omissions Fund, to obtain securities prices in connection with determining the net asset value of any such person or persons as it is the Fund. The Fund will reimburse the Administrator for its own acts and omissionsshare of the cost of such services based upon its actual use of the services.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and described in the then current Prospectus and initially as set forth in the Fee on Schedule C to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Administrator shall bear all ordinary operating expenses of each Fund, including ordinary legal and audit expenses. However, should a Fund cease to invest substantially all of its assets in the corresponding Portfolio of the State Street Master Funds agree promptly to reimburse then such Fund of the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will Trust shall bear all expenses that are incurred in its operation and not specifically assumed by the Administratoroperation. Expenses to be borne by the Funds, Such expenses will include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Trust agrees promptly to reimburse the Administrator for any extraordinary expenses that the Administrator may incur on the Trust's behalf at the Trust's request or with the Trust's consent. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trusts such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trusts shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds Trusts agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trusts through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf Trusts' behalf, but only, at the Funds’ Trusts' request or with the Funds’ Trusts' consent. Each Fund The Trusts will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrusts, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trusts directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrusts; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, page changes and all other print vendor and EDGAR charges, collectively referred to herein xx "Preparation"), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrusts; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trusts' Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trusts' tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and cost of independent pricing services used in computing each Fund’s the Fund(s)' net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trusts for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreementparties. In addition, the Funds each Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. Each Company agrees promptly, following receipt of a written invoice from Administrator, to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds such Company through the Administrator and for any other reasonable expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf such Company’s behalf, in all such cases, at the Funds’ such Company’s written request or with the Funds’ such Company’s written consent. Each Fund Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompanies, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review review, as applicable, of a Fund’s registration statementthe Registration Statement, Form 10-K, Form 10-Q, Form 8-K, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Companies directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompanies; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to meetings of the Board meetingsof Directors/Trustees or other governing body of each Company (each a “Board”), including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fundsany Company; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements each Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ each Company’s tax returns, Form N-1A or N-2 and N-2, Form N10-SARK, Form 10-Q, Form 8-K, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ liability D&O/E&O insurance; and the cost of independent pricing services used in computing each Funda Company’s or a Portfolio(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Administrator, and that the Administrator shall be as fully responsible to the Funds Companies for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ Company's consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel retained by the Company (including such counsel’s 's review of a Fund’s the Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Adviser such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties parties, and initially set forth as a "Unitary Fee" in the Custody, Accounting, Transfer Agent, Stock Transfer, Fund Administration and Advisory Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Adviser agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Adviser or the Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorAdministrator or another party. Expenses to be borne by the FundsAdviser or the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.or

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trusts shall reimburse the Administrator for its reasonably incurred out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon promptly after receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, as may be agreed to by the parties from time to time. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation as provided in Section 5x) and EDGAR filing, printing and mailing of any proxy materials; costs coxxx incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust, other than employees of the Administrator; costs incidental to the preparationpreparation (excluding preparation as provided in Section 5w) and EDGAR filing, printing and distribution of the Funds’ registration Trust's rexxxxxation statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (excluding preparation as provided in Section 5) and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator Administrator, with the Trust's consent, and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's shareholder reports and registration statements and any amendments thereto thereto, including costs of preparation and shareholder reportsfiling under EDGAR; cost of typesetting and printing of prospectuses; cost of preparation ox xxxparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Trust's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee separate fee schedule described on Schedule B attached to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ consentCompany’s consent provided Administrator provides Company advance written notice detailing the equipment, supplies or expense and the anticipated costs. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fundthe Company’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fundthe Company’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid for solely by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions, and further provided Administrator provides advance written notice of its intent to do so.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ request or with the Funds’ consentconsent of the Fund. Each Fund The Administrator will bear all not be responsible for any expenses that are incurred in its the operation of the Fund and not specifically assumed by the Administrator. Expenses to be borne by the Funds, Such expenses include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the The Administrator under this Agreement); cost of any may from time to time sub-contract with one or more sub- administrators (each, a "Sub-Administrator") to provide some or all services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SARhereunder, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or Sub-Administrators and persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person Sub-Administrators or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, including reasonable counsel fees. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund’s behalf at the Funds’ Fund’s request or with the Funds’ Fund’s consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s the registration statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, tender offer materials, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, tender offer and proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any tender offer or proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ Fund’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ or Portfolio(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement, including reasonable counsel fees. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund’s behalf at the Funds’ Fund’s request or with the Funds’ Fund’s consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s the registration statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ Fund’s registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Fund’s tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon within 45 days of receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel engaged by the Fund (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (excluding preparation by the Administrator as provided in Section 5y, above but including cost of preparation for filing by XXXXX), printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee trustee or employee of the FundsFund; costs incidental to the preparationpreparation (excluding preparation by the Administrator of financial information as provided in Section 5e above), printing and distribution of the Funds’ registration statements and any amendments thereto and Fund's shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (except as provided in Sections 5c and 5y, above) and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and cost of preparation (excluding preparation by the Administrator as provided in Section 5f, above but including cost of preparation for filing by XXXXX) and filing of Form N-1A, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons retain the services of service providers as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons service providers as it is for its own acts and omissions; and further provided that the Administrator shall notify the Fund of the retention of such service providers.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds Trust such compensation for the AdministratorBank’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds Trust shall reimburse the Administrator Bank for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund Exhibit (h)(3) The Trust, on behalf of each Portfolio, will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorBank. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the AdministratorBank; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fundsshareholders; costs incidental to the preparation, typesetting, printing and distribution of the Funds’ registration statements and any amendments thereto and Trust’s shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 and Form N-SAR, ; and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and the cost of independent pricing services used in computing each Fund’s the Portfolios’ net asset value. The Administrator Bank is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds each Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds each Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Each Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ ' behalf at the Funds’ ' request or with the Funds’ ' consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Funds' registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ ' registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ ' tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Funds' net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such compensation for the Administrator’s In consideration of services provided rendered and expenses assumed pursuant to this Agreement, Administrator shall be entitled to receive the compensation set forth in the Omnibus Fee Agreement among Administrator, BISYS Fund Services, Inc., and the Trust dated April 27, 1998. For the purpose of determining fees payable to Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Trust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as may be agreed to from time to time is in a written fee schedule approved by effect for the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt computation of the invoice. Upon the termination value of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes net assets in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee determination of the Funds; costs incidental to the preparation, printing and distribution liquidating value of the Funds’ registration statements and any amendments thereto and shareholder reports; cost shares of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each such Fund’s net asset value. The Administrator is authorized will from time to and may time employ or associate with itself such person or persons as the Administrator may deem desirable believe to be particularly fitted to assist it in performing its duties under the performance of this Agreement; provided. Such person or persons may be directors, howeverofficers, that or employees who are employed by both Administrator and the Trust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Trustees who are not partners, officers, directors, shareholders or employees of Administrator or the investment adviser or distributor for the Funds, Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, service organization fees, certain insurance premiums, outside and, to the extent authorized by the Trust, inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current shareholders of the Funds, costs of shareholders' and Trustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Administrator shall be as fully responsible to Funds will not bear, directly or indirectly, the Funds for the acts and omissions cost of any such person or persons as it activity which is for its own acts and omissionsprimarily intended to result in the distribution of shares of the Funds.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds Company shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders equityholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and Information Classification: Limited Access shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 regulatory forms (including Forms 10-K and Form N10-SARQ), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fundthe Company’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ Company's consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs cost incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and of filing of the Funds’ Company's tax returns, Form N-1A or N-2 and Form form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ; liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund with respect to each Series such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and to be billed monthly and shall be due and payable promptly upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with its services under this Agreement. The Funds agree promptly Fund agrees to reimburse the Administrator promptly for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with as consented to by the Funds’ consentFund in advance in writing. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne directly or indirectly by the Funds, Fund with respect to each Series include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, fees of independent accountants and proxy filing fees and the costs of preparationpreparation (other than the preparation specified in Section 5, subject to Schedule B), printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, officer or director\trustee or employee of the FundsFund (to the extent that any are paid); costs incidental to the preparationpreparation (other than the preparation specified in Section 5, subject to Schedule B), printing and distribution of the Funds’ registration statements and any amendments thereto and Fund's shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation (other than the preparation specified in Section 5, subject to Schedule B), and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-N- SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; insurance and the cost of independent pricing services used in computing each Fund’s the net asset valuevalue of the Fund's Series, as set forth in the Custodian Contract between the Fund and the Administrator. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions; and further provided that the Administrator shall not make a material delegation of its duties, except in accordance with Section 14 of this Agreement.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator Bank shall receive from the Funds such be entitled to reasonable compensation for the Administrator’s its services provided pursuant to this Agreement and expenses, as may be agreed to upon from time to time in a written fee schedule approved by writing between the parties Trust on behalf of each applicable Fund and initially set forth in the Fee Schedule to this AgreementBank. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator Bank for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator Bank and for any other expenses not contemplated by this Agreement that the Administrator Bank may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust acknowledges and agrees that the Trust will bear all expenses that are incurred in its the Trust’s operation and not specifically assumed by the AdministratorBank. Expenses to be borne For the avoidance of doubt, Trust expenses not assumed by the Funds, Bank include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-lA, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator Bank is authorized to and may employ or associate with such person or persons as the Administrator Bank may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person person. or persons shall be paid by the Administrator Bank and that the Administrator Bank shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the AdministratorAdministrator or another party. Expenses to be borne by the Funds, Trust include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel Fund Counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, THE SELECT SECTOR SPDR® TRUST commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees of Independent Trustees and expenses of Board members; the salary and expenses of any officer, director\trustee officer or employee Trustee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statement and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 and N-1A, Form N-SARCSR, Form N-Q, Form N-PX, Form N-SAR and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Funds’ net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparation, printing and distribution of the Funds’ Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Investment Funds' net asset valuevalues. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, ,however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator C/M 10675.0002 350708.1 shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be due and payable upon the date receipt of termination of this Agreementthe final invoice. In addition, the Funds Company shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company’s behalf at the Funds’ Company’s request or with the Funds’ Company’s consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Company’s tax returns, Form N-1A or N-2 regulatory forms (including Forms N-2, 10-K and Form N10-SARQ), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fundthe Company’s net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ Company's consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel retained by the Company (including such counsel’s 's review of a Fund’s the Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsCompany; costs incidental to the preparation, printing and distribution of the Funds’ Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Company's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and 5 directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each Fund’s the Company's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust’s behalf at the Funds’ Trust’s request or with the Funds’ Trust’s consent. Each Fund The Administrator will not bear all any expenses that are incurred in its the Trust’s operation and not unless specifically assumed by the Administrator. Expenses not to be borne by the FundsAdministrator, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal fees and fees for accounting feesservices not addressed by Exhibit A hereto, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust’s tax returns, Form N-1A or N-2 N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own o acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Company such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Company's behalf at the Funds’ Company's request or with the Funds’ Company's consent. Each Fund The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsCompany, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s registration statement, proxy materials, the Company's federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparation, printing and distribution of the Funds’ registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services used in computing each Fund’s net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such person or persons as it is for its own acts and omissions.,

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ behalf at the Funds’ request or with the Funds’ consent. Each Fund The Funds will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Funds, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ tax returns, Form N-1A or N-2 N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s Portfolio(s)’ net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Fund such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth in the Fee Schedule B to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. The Funds agree Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Fund's behalf at the Funds’ Fund's request or with the Funds’ Fund's consent. Each The Fund will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsFund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a the Fund’s 's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Fund directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsFund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsFund; costs incidental to the preparation, printing and distribution of the Funds’ Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ ' and officers’ ' liability insurance; and cost of independent pricing services used in computing each the Fund’s 's net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, ,however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Funds Trust such compensation for the Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule Fee Schedule approved by the parties and initially set forth in the Fee Schedule to this Agreementparties. The fees are accrued daily and billed monthly and shall be due and payable andpayable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Funds Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Funds agree Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Funds Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Funds’ Trust's behalf at the Funds’ Trust's request or with the Funds’ Trust's consent. Each Fund The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the FundsTrust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s 's review of a Fund’s registration statementthe Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Funds Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the FundsTrust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL­ tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as "Preparation"), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the FundsTrust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Funds’ registration statements Trust's Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Funds’ Trust's tax returns, Form N-1A or N-2 N-lA, Form N;.CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors’ and officers’ D&O/E&O liability insurance; and the cost of independent pricing services used in computing each Fund’s the Fund(s)' net asset value. The Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.