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

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fund, 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 as to such Fund. In addition, the Trust, on behalf of the Funds, shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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; the salary and expenses of any officer, director/trustee or employee of the Sponsor; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Sub-Administrator shall receive from the Trust, on behalf of Administrator with respect to the Funds, Company 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. The fees are shall be 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Administrator shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund Company through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the TrustCompany’s or any Fundthe Administrator’s behalf or at the TrustAdministrator’s or the Company’s request or with the TrustAdministrator’s or the Company’s consent. The Sponsor or Administrator acknowledges and agrees that the Funds, as set forth in Company and/or the Trust Agreement, Administrator will bear all expenses that are incurred in the Trust’s operation of the Company and not specifically assumed by the Sub-Administrator. Expenses to be borne by the Sponsor or Company and/or 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 the applicable FundCompany’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Q, Form 8-K, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Trust Company or the 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 TrustCompany; trustee fees, 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 (e.g., 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 compensation and expenses of any officer, director/trustee director\trustee or employee of the SponsorCompany; costs of Preparationpreparation, printing, distribution and mailing, as applicable, of the TrustCompany’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services and valuation firms used in computing determining the Funds’ respective Class Values and Class Values per Sharevalue of the Company’s assets. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KSAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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 SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, shall Trust agrees to reimburse the Administrator for its reasonable out-of-pocket costs incurred set out in connection with its performance of this Agreementthe 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. The Sponsor or the Funds, as set forth in Each of the Trust Agreementand the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in by the Trust, or by the Administrator on the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX EXXXX charges, collectively referred to herein as “Preparation”), printingin its operation unless otherwise assumed by the Administrator, distribution and mailing of any proxy materials; the salary and expenses of any officer, director/trustee or employee including as part of the Sponsor; costs of Preparation, printing, distribution services or as otherwise mutually agreed in writing by the Trust and mailing, as applicable, of the Trust’s Registration StatementsAdministrator. From time to time, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions. As mutually agreed by the Trust and the Administrator, but in any event at least annually, the Administrator shall discuss with the Trust any assistance the Administrator has deemed desirable in performing its duties under this Agreement.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Each Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the AdministratorAdministratoror another party. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, Form N-CR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust directly from parties other than the Administrator; cost of trading SSGA / SSIIT / SSMF operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; trustee fees, 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 (e.g., 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 SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP, Form N-SAR and Form 8N-KCR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissionsnet asset value.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of the Funds, each 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 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, each Fund shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Each Fund agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any such Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the TrustFund’s request or with the TrustFund’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, Each Fund will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust 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 TrustFunds; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the Sponsorany Fund; costs of Preparation, printing, distribution and mailing, as applicable, of the Trusteach Fund’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trusteach Fund’s tax returns, Form X-0, Xxxx X-0N-2, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per SharePortfolio’s net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of Administrator with respect to the Funds, Company 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. The fees are shall be 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Administrator shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund Company through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the TrustCompany’s or any Fundthe Administrator’s behalf or at the TrustAdministrator’s or the Company’s request or with the TrustAdministrator’s or the Company’s consent. The Sponsor or Administrator acknowledges and agrees that the Funds, as set forth in Company and/or the Trust Agreement, Administrator will bear all expenses that are incurred in the Trust’s operation of the Company and not specifically assumed by the Sub-Administrator. Expenses to be borne by the Sponsor or Company and/or 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 the applicable FundCompany’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Q, Form 8-K, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Trust Company or the 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 TrustCompany; trustee fees, 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 (e.g., 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 Execution Copy Board members; the salary compensation and expenses of any officer, director/trustee director\trustee or employee of the SponsorCompany; costs of Preparationpreparation, printing, distribution and mailing, as applicable, of the TrustCompany’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services and valuation firms used in computing determining the Funds’ respective Class Values and Class Values per Sharevalue of the Company’s assets. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Sub-Administrator shall receive from the Trust, on behalf of the Funds, Company 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Company shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Company agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Trust’s or any FundCompany’s behalf or at the Trust’s or the Company’s request or with the TrustCompany’s consent. The Sponsor or Company acknowledges and agrees that the FundsTrust and/or the Company, as set forth in the Trust Agreementcase may be, will bear all expenses that are incurred in the Trust’s operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne by the Sponsor or Trust and/or the Funds Company, 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and Form 8PX, From N-KSAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the Trust or the Company 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 Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareFund’s net asset value. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Sub-Administrator shall receive from the TrustAdministrator, on behalf or directly from a Trust at the instruction of the FundsAdministrator, 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 partiesparties (“Service Fees”). The fees are accrued daily and billed monthly in accordance to the schedule set forth in the written fee schedule and such Service Fees shall be due and payable within thirty (30) days upon receipt of the invoice. Upon the termination of this Agreement before the end of any month with respect to any Fundmonth, the fee for the part of the month before such termination shall be prorated according to the proportion which that such part bears to the full monthly period and shall be payable upon within thirty (30) days of the date of termination of this Agreement as to such FundAgreement. In addition, the TrustAdministrator, on behalf or a Trust at the direction of the FundsAdministrator, shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs incurred in connection with its performance of this Agreement. An itemized statement of such costs shall be submitted to the Administrator at the end of each month and shall be payable within thirty (30) days of receipt. All rights (i) with respect to Service Fees and (ii) of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust, on behalf of the Funds, Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered specifically by or for the a Trust or any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the TrustAdministrator’s or any Fundthe Trust’s behalf at the Administrator’s or the Trust’s request or with the Administrator’s or Trust’s consent. The Sponsor or Administrator acknowledges and agrees that each Trust and/or the FundsAdministrator, as set forth in the Trust Agreementcase may be, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by each Trust and/or the Sponsor or Administrator, as the Funds case may be, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel retained by the Trust (including such counsel’s review review, if any, of the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, filing, 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\trustee or employee of the SponsorTrust (except in the case that such a person is an employee of the Sub-Administrator or one of its affiliates); costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 & officers/errors & omissions (“D&O/E&O E&O”) liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Sub-Administrator shall receive from the Trust, on behalf of Advisor with respect to the Funds, Trust 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 partiesparties and initially set forth in the Fee Schedule to this Agreement. Notwithstanding anything contained herein to the contrary, the attached Fee Schedule shall remain in place for a period of three years from the date of 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Advisor shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in connection with its performance of this Agreement. Notwithstanding the foregoing, Sub-Administrator will get the Administrator’s prior approval for any out-of-pocket expenses exceeding $1,000 per expense, or $5,000 in the aggregate. 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 Trust, on behalf of the Funds, Advisor agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Trust’s or any Fundthe Advisor’s behalf or at the Trust’s or the Advisor’s written request or with the TrustAdvisor’s prior written consent. The Sponsor or Advisor acknowledges and agrees that the FundsTrust and/or the Advisor, as set forth in the Trust Agreementcase may be, will bear all expenses that are incurred in the Trust’s operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne by the Sponsor or Trust and/or the Funds Advisor, 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 the applicable FundTrust’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-Kregistration statement, proxy materials, other SEC filings, federal and any notices, registrations, reports, filings 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 Trust or the Advisor 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution 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 SponsorTrust; costs of incidental to the Preparation, printing, printing and distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) registration statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KPX, Form 10N-CSR, Form N-Q and Form 8N-KSAR, 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 D&O/E&O directors’ and officers’ liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareTrust’s net asset value. The Sub-Administrator is authorized to and may employ, employ or associate or 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 Trust and each Fund Advisor for the acts and omissions of any such person or persons as it is for its own acts and omissions. Notwithstanding the foregoing, if Sub-Administrator utilizes third parties or affiliates to assist it in the performance of its duties, Sub-Administrator will provide Advisor with reasonable prior notice.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund by an Authorized Person through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and Form 8PX, From N-KSAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareFund’s net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Each Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the AdministratorAdministrator or another party. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, Form N-CR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust directly from parties other than the Administrator; cost of trading SSGA / SSIIT / SSMF operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; trustee fees, 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 (e.g., 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 SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP, Form N-SAR and Form 8N-KCR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissionsnet asset value.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from For the Trust, on behalf of the Funds, such compensation for the Administrator’s services provided rendered ------------------------------------- pursuant to this Agreement as may for the Fund, the Administrator shall be agreed entitled to from time to time in a written Fee Schedule approved fee based on the average net assets of each class of shares issued by the partiesFund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Fund's shares. The Such fees are accrued to be computed daily and billed paid monthly and shall be due and payable upon receipt on the first business day of the invoicefollowing month. Upon the any termination of this Agreement before the end of any month with respect to any Fundmonth, 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 as Agreement. For the purpose of determining fees payable to such Fund. In additionthe Administrator, the Trust, on behalf value of the FundsFund's net assets shall be computed as required by its Prospectus, shall reimburse generally accepted accounting principles and resolutions of the Fund's Board of Directors. The Administrator for its outwill from time to time employ or associate with themselves such sub-of-pocket costs incurred administrator or such person or persons as they may believe to be fitted to assist them in connection with its the performance of this Agreement. All rights of compensation Such person or persons may be officers and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust, on behalf of the Funds, agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered employees who are employed by or for the Trust or any Fund through both the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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; the salary and expenses of any officer, director/trustee or employee of the Sponsor; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 for such employment shall be paid by the Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Fund in such respect. The Administrator and the Fund may together retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub-administrator by the Administrator and the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub-administrator retained by the Administrator and the Fund may be paid by the Administrator and/or the Fund. 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 advisor or distributor for the Fund, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and divided disbursing agents' fees, 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 may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses (as fully responsible to defined under the Trust and each Fund for securities regulations of any state having jurisdiction over the acts and omissions Fund) exceed the expense limitations of any such person or persons as it state, the Administrator agrees to reimburse the Fund for a portion of any such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for its own acts such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse the Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and omissionsadministration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated on a daily basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator State Street shall receive from the Trust, on behalf of the Funds, Trust such compensation for the AdministratorState Street’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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator State Street for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator State Street for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator State Street and for any other expenses not contemplated by this Agreement that the Administrator State Street may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the AdministratorState Street. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator State Street under this Agreement); cost of any services contracted for by the Trust directly from parties other than the AdministratorState Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator State Street is authorized to and may employ, associate or contract with such person or persons as the Administrator State Street 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 State Street and that the Administrator State Street shall be as fully responsible to the Trust and 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 Sub-Administrator shall receive from the Trust, on behalf of 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 approved by the parties. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Sub-Administrator shall reimburse the Administrator be reimbursed for its out-of-pocket costs incurred in connection with its performance of this AgreementAgreement 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 Trust, on behalf of the Funds, Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the TrustAdministrator’s or any FundTrust’s behalf at the Administrator’s or Trust’s request or with the Administrator’s or Trust’s consent. The Sponsor or Administrator and/or the FundsTrust, as set forth in the Trust Agreementcase may be, will bear all expenses that are incurred in the Trust’s operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne Trust expenses not assumed by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by -8- the 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 Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of Funds and/or the Funds, 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 fee schedule approved by the partiesparties 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of Funds and/or the Funds, Adviser shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, agrees Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund 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 Trust’s or any Fund’s Funds’ behalf at the Trust’s Funds’ request or with the Trust’s consentwritten signed approval of an Authorized Person. The Sponsor or Each Fund and/or the Funds, as set forth in the Trust Agreement, Adviser will bear all expenses that are incurred in the Trust’s operation of such Fund and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or Funds and/or the Funds 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 the applicable a Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-Kregistration statement, proxy materials, federal and any notices, registrations, reports, filings 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 Trust 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 TrustFund; trustee fees, 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 (e.g.preparation, typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution 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 SponsorFund; costs of Preparationincidental to the preparation, printing, printing and distribution and mailing, as applicable, of the TrustFund’s Registration Statements, the Funds’ Prospectus(es) registration statements and any amendments and supplements thereto and shareholder reports; cost of Preparation typesetting and printing of prospectuses; cost of preparation and filing of the Trust’s Funds’ tax returns, Form X-0, Xxxx X-0N-1A or N-2, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O directors’ and officers’ liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareFund’s net asset value. The Administrator is authorized to and may employ, employ or associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the AdministratorAdministrator or the Trust’s investment adviser. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor vendor, XBRL 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 officerofficer (if applicable), director/trustee director\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s 's behalf at the Trust’s 's request or with the Trust’s 's consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-2, Form 10N-KCSR, Form 10N-Q and Q, Form 8N-KPX, Form N-SAR, Schedule TO, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s 's Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s 's tax returns, Form X-0, Xxxx X-0proxy materials, Form 10-KN-2, Form 10N-Q CSR, Form N-Q, Form N-PX, Schedule TO and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareTrust's net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Sub-Administrator shall receive from the Trust, on behalf of 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 approved by the parties. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Sub-Administrator shall reimburse the Administrator be reimbursed for its out-of-pocket costs incurred in connection with its performance of this AgreementAgreement 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 Trust, on behalf of the Funds, Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the TrustAdministrator’s or any FundTrust’s behalf at the Administrator’s or Trust’s request or with the Administrator’s or Trust’s consent. The Sponsor or Administrator and/or the FundsTrust, as set forth in the Trust Agreementcase may be, will bear all expenses that are incurred in the Trust’s operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne Trust expenses not assumed by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Sub-Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 For the Trust, on behalf of the Funds, such compensation for the Administrator’s services provided rendered ------------------------------------- pursuant to this Agreement as may for the Fund, the Administrator shall be agreed entitled to from time to time in a written Fee Schedule approved fee based on the average net assets of each class of shares issued by the partiesFund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Fund's shares. The Such fees are accrued to be computed daily and billed paid monthly and shall be due and payable upon receipt on the first business day of the invoicefollowing month. Upon the any termination of this Agreement before the end of any month with respect to any Fundmonth, 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 as Agreement. For the purpose of determining fees payable to such Fund. In additionthe Administrator, the Trust, on behalf value of the FundsFund's net assets shall be computed as required by its Prospectus, shall reimburse generally accepted accounting principles and resolutions of the Fund's Board of Directors. The Administrator for its outwill from time to time employ or associate with themselves such sub-of-pocket costs incurred administrator or such person or persons as they may believe to be fitted to assist them in connection with its the performance of this Agreement. All rights of compensation Such person or persons may be officers and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust, on behalf of the Funds, agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered employees who are employed by or for the Trust or any Fund through both the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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; the salary and expenses of any officer, director/trustee or employee of the Sponsor; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 for such employment shall be paid by the Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Fund in such respect. The Administrator or the Fund may retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub- administrator by the Administrator or the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub- administrator retained by the Administrator or the Fund may be paid either by the Adminstrator or by the Fund. 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 advisor or distributor for the Fund, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and divided disbursing agents' fees, 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 may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses (as fully responsible to defined under the Trust and each Fund for securities regulations of any state having jurisdiction over the acts and omissions Fund) exceed the expense limitations of any such person or persons as it state, the Administrator agrees to reimburse the Fund for a portion of any such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for its own acts such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse the Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and omissionsadministration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated on a daily basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s written request or with the Trust’s written consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-2, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareTrust’s net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, shall Trust agrees to reimburse the Administrator for its reasonable out-of-pocket costs incurred set out in connection with its performance of this Agreementthe 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Administrator will bear its own expenses. The Trust Agreement, will bear all expenses that are incurred in the Trust’s 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 Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Q, Form 8-K, proxy materials, and any other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to governance meetings; the salary and expenses of any officer, director/trustee director\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0Registration Statement, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissionsTrust’s net asset value.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund by an Authorized Person through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its reasonable out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s written request or with the Trust’s written consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KMFP, Form N-SAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., typesetting, XBRL-XBRL- tagging, page changes and all other print vendor and XXXXX 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-2, Form 10N-KCSR, Form 10N-Q Q, Form N-PX, Form N-MFP and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareTrust’s net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth All expenses referenced in this section must be pre-approved in writing by the Trust Agreement, and itemized and invoiced promptly by the Administrator. Any reasonable requests by the Administrator to the Trust under this section will not be unreasonably withheld. Any equipment purchased at the direction for or on behalf of the Trust pursuant to this Section will be the property of the Trust. The Trust will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or the Funds 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and Form 8PX, From N-KSAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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\trustee or employee of the SponsorTrust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the FundsFund(s)’ respective Class Values and Class Values per Sharenet asset value. The Administrator is authorized to and may employ, associate or 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 Trust and 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 For the Trust, on behalf of the Funds, such compensation for the Administrator’s services provided rendered ------------------------------------- pursuant to this Agreement as may for the Fund, the Administrator shall be agreed entitled to from time to time in a written Fee Schedule approved fee based on the average net assets of each class of shares issued by the partiesFund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Fund's shares. The Such fees are accrued to be computed daily and billed paid monthly and shall be due and payable upon receipt on the first business day of the invoicefollowing month. Upon the any termination of this Agreement before the end of any month with respect to any Fundmonth, 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 as Agreement. For the purpose of determining fees payable to such Fund. In additionthe Administrator, the Trust, on behalf value of the FundsFund's net assets shall be computed as required by its Prospectus, shall reimburse generally accepted accounting principles and resolutions of the Fund's Board of Directors. The Administrator for its outwill from time to time employ or associate with themselves such sub-of-pocket costs incurred administrator or such person or persons as they may believe to be fitted to assist them in connection with its the performance of this Agreement. All rights of compensation Such person or persons may be officers and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust, on behalf of the Funds, agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered employees who are employed by or for the Trust or any Fund through both the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, will bear all expenses that are incurred in the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 (e.g., 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; the salary and expenses of any officer, director/trustee or employee of the Sponsor; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 for such employment shall be paid by the Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Fund in such respect. The Administrator or the Fund may retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub- administrator by the Administrator or the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub- administrator retained by the Administrator or the Fund may be paid either by the Adminstrator or by the Fund. 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 advisor or distributor for the Fund, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and divided disbursing agents' fees, 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 may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses (as fully responsible to defined under the Trust and each Fund for securities regulations of any state having jurisdiction over the acts and omissions Fund) exceed the expense limitations of any such person or persons as it state, the Administrator agrees to reimburse the Fund for a portion of any such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for its own acts such fiscal year, provided, however, that notwithstanding the foregoing, the -5- Administrator shall reimburse the Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and omissionsadministration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated on a daily basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Funds, Company shall reimburse the Administrator for its out-of-pocket costs incurred in connection with its performance of 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 Trust, on behalf of the Funds, Each Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any FundCompany’s behalf at the TrustCompany’s request or with the TrustCompany’s consent. The Sponsor or the Funds, as set forth in the Trust Agreement, Each Company will bear all expenses that are incurred in the Trust’s its operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0N-CSR, Form 10N-KQ, Form 10N-Q and PX, Form 8N-KSAR, proxy materials, federal and any state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust 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 TrustCompany; trustee fees, 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 (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX EDGAR charges, collectively referred to herein xxxxin 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\trustee or employee of the SponsorCompany; costs of Preparation, printing, distribution and mailing, as applicable, of the TrustCompany’s Registration Statements, the Funds’ Prospectus(es) Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the TrustCompany’s tax returns, Form X-0, Xxxx X-0N-1A, Form 10N-KCSR, Form 10N-Q Q, Form N-PX and Form 8N-KSAR, 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per ShareFund’s net asset value. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund 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 Trust, on behalf of 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. 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 with respect to any Fundmonth, 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 as to such FundAgreement. In addition, the Trust, on behalf of the Fundseach Fund, shall agrees to reimburse the Administrator for its reasonable out-of-pocket costs incurred set out in connection with its performance of this Agreementthe 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 Trust, on behalf of the Funds, Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust or any Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s or any Fund’s behalf at the Trust’s request or with the Trust’s consent. The Sponsor or the Funds, as set forth in Each of the Trust Agreementand the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in by the Trust, or by the Administrator on the Trust’s operation and not specifically assumed by the Administrator. Expenses to be borne by the Sponsor or 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 the applicable Fund’s Registration Statement, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and Form 8-K, proxy materials, and any notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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 Trust; trustee fees, 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 behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printingin its operation unless otherwise assumed by the Administrator, distribution and mailing of any proxy materials; the salary and expenses of any officer, director/trustee or employee including as part of the Sponsor; costs of Preparation, printing, distribution services or as otherwise mutually agreed in writing by the Trust and mailing, as applicable, of the Trust’s Registration StatementsAdministrator. From time to time, the Funds’ Prospectus(es) and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form X-0, Xxxx X-0, Form 10-K, Form 10-Q and 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 D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. The Administrator is authorized to and may employ, associate or 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 Trust and each Fund for the acts and omissions of any such person or persons as it is for its own acts and omissions. As mutually agreed by the Fund and the Administrator, but in any event at least annually, the Administrator shall discuss with the Fund any assistance the Administrator has deemed desirable in performing its duties under this Agreement.