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

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges), in its operation unless otherwise assumed by the Administrator, including as part of the services or as otherwise mutually agreed in writing by the Trust and the Administrator. From time to time, 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 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 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 monthmonth 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 AgreementAgreement as to such Fund. In addition, the Trust agrees to Trust, on behalf of the Funds, shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection 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 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 or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of The Sponsor or the Funds, as set forth in the Trust and the Administrator will bear its own expenses. In particular, the TrustAgreement, will bear all Trust expenses that are incurred in the Trust’s operation and not specifically assumed by the TrustAdministrator. Expenses to be borne by the Sponsor or the Funds include, or 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 on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by printing, distribution and mailing of any proxy materials; the Administratorsalary and expenses of any officer, including as part director/trustee or employee of the services or Sponsor; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust 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 Administratorcost of independent pricing services used in computing the Funds’ respective Class Values and Class Values per Share. From time to time, the 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 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 Sub-Administrator shall receive from the Trust Administrator with respect to the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Administrator shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust 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 the Administrator’s behalf or at the TrustAdministrator’s or Sponsorthe Company’s request or with the TrustAdministrator’s or Sponsorthe Company’s consent. Each of The Administrator acknowledges and agrees that the Trust and Company and/or the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in the operation of the Company and not specifically assumed by the Trust, or Sub-Administrator. Expenses to be borne by the Company and/or the 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 Company’s Registration Statement, Form 10-K, Form 10-Q, Form 8-K, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator on under this Agreement); cost of any services contracted for by the Trust’s behalf 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 Company; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the compensation and expenses of any officer, director\trustee or employee of the Company; costs of preparation, printing, distribution and mailing, as applicable, of the Company’s shareholder reports; 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 cost of independent pricing services or as otherwise mutually agreed and valuation firms used in writing by determining the Trust and value of the AdministratorCompany’s assets. From time to time, the 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 Administrator 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 State Street shall receive from the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator State Street for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator State Street for any equipment and supplies specially ordered by or for the Trust 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 behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by State Street. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by State Street under this Agreement); cost of any services contracted for by the Administrator on Trust directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, 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 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust Trust, on behalf of each Fund, agrees to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX XXXXX charges), in its operation unless otherwise assumed by the Administrator, including as part of the services or as otherwise mutually agreed in writing by the Trust and the Administrator. From time to time, 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 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 Fund and the Administrator, but in any event at least annually, the Administrator shall discuss with the Trust Fund any assistance the Administrator has deemed desirable in performing its duties under this Agreement.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from For the Trust 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, the fee for the such part of the month before such termination shall be prorated according to the proportion which such part period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, For the Trust agrees purpose of determining fees payable to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges), in its operation unless otherwise assumed by the Administrator, including as part the value of the services or Fund's net assets shall be computed as otherwise mutually agreed in writing required by its Prospectus, generally accepted accounting principles and resolutions of the Trust and the AdministratorFund's Board of Directors. From The Administrator will from time to time, the Administrator is authorized to and may employ, time employ or associate with themselves such sub-administrator or contract with such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator, 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 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 is state, the Administrator agrees to reimburse the Fund for its own acts 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 omissions. As mutually agreed administration fees otherwise payable by the Trust and Fund. The expense reimbursement obligation of the AdministratorAdministrator is limited to the amount of its fees hereunder for such fiscal year, but in any event at least annuallyprovided, however, that notwithstanding the foregoing, the Administrator shall discuss with reimburse the Trust Fund for a portion of any assistance such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator has deemed desirable in performing its duties under this Agreementbear to the total amount of investment advisory and administration 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 Sub-Administrator shall receive from the Trust Administrator with respect to the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Administrator shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust 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 the Administrator’s behalf or at the TrustAdministrator’s or Sponsorthe Company’s request or with the TrustAdministrator’s or Sponsorthe Company’s consent. Each of The Administrator acknowledges and agrees that the Trust and Company and/or the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in the operation of the Company and not specifically assumed by the Trust, or Sub-Administrator. Expenses to be borne by the Company and/or the 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 Company’s Registration Statement, Form 10-K, Form 10-Q, Form 8-K, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator on under this Agreement); cost of any services contracted for by the Trust’s behalf 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 Company; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Execution Copy Board members; the compensation and expenses of any officer, director\trustee or employee of the Company; costs of preparation, printing, distribution and mailing, as applicable, of the Company’s shareholder reports; 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 cost of independent pricing services or as otherwise mutually agreed and valuation firms used in writing by determining the Trust and value of the AdministratorCompany’s assets. From time to time, the 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 Administrator 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 Sub-Administrator shall receive from the 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to reimburse the Sub-Administrator shall be reimbursed for its reasonable out-of-pocket costs set out incurred in connection with this Agreement and agreed to from time to time in a written Fee Schedule approved by the fee scheduleparties. 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 Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Administrator’s or Trust’s behalf at the TrustAdministrator’s or SponsorTrust’s request or with the TrustAdministrator’s or SponsorTrust’s consent. Each The Administrator and/or the Trust, as the case may be, will bear all expenses that are incurred in the operation of the Trust and not specifically assumed by the Sub-Administrator. Trust expenses not assumed by the Sub-Administrator will bear its own include, but are not limited to: organizational expenses. In particular; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other 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; investment advisory fees; taxes, will bear all Trust insurance premiums and other fees and expenses that are incurred by 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 Trust, or by the Administrator on the Trust’s behalf costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 Administrator 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the The Administrator will bear its own expenses. In particular, the Trust, The Trust will bear all Trust expenses that are incurred in its operation and not specifically assumed by the TrustAdministrator. For the avoidance of doubt, or Administrator and/or Trust expenses not assumed by the Administrator on 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 Registration Statement, Form 10-K, Form 10-Q, Form 8-K, proxy materials, 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’s behalf ; 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 EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by printing, distribution and mailing of any proxy materials; costs incidental to governance meetings; the Administratorsalary and expenses of any officer, including as part director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Registration Statement, Form 10-K, Form 10-Q, Form 8-K, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administrator. From time to time, cost of independent pricing services used in computing 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 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 AgreementTrust’s net asset value.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Administrator, or directly from a Trust at the instruction of the Administrator, such compensation for the Sub-Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written Fee Schedule 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, 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. In addition, the Administrator, or a Trust agrees to at the direction of the Administrator, shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in connection with this Agreement. An itemized statement of such costs shall be submitted to the fee scheduleAdministrator 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 Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered specifically by or for the a Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Administrator’s or the Trust’s behalf at the TrustAdministrator’s or Sponsorthe Trust’s request or with the TrustAdministrator’s or SponsorTrust’s consent. Each of The Administrator acknowledges and agrees that each Trust and/or the Trust and Administrator, as the Administrator will bear its own expenses. In particular, the Trustcase may be, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the TrustSub-Administrator. Expenses to be borne by each Trust and/or the Administrator, or 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 retained by the Trust (including such counsel’s review, if any, of the Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, filing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services Trust (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 otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors & officers/errors & omissions (“D&O/E&O”) liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 Administrator 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 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 Sub-Administrator shall receive from the Trust 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Company shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust Company agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust 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 Company’s behalf or at the Trust’s or Sponsorthe Company’s request or with the Trust’s or SponsorCompany’s consent. Each The Company acknowledges and agrees that the Trust and/or the Company, as the case may be, will bear all expenses that are incurred in the operation of the Trust and not specifically assumed by the Sub-Administrator. Expenses to be borne by the Trust and/or the 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator will bear its own expenses. In particularunder 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; investment advisory fees; taxes, will bear all Trust insurance premiums and other fees and expenses that are incurred by 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 Trust, or by the Administrator on the Trust’s behalf costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorFund’s net asset value. From time to time, the 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 Company 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 For the Trust 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, the fee for the such part of the month before such termination shall be prorated according to the proportion which such part period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, For the Trust agrees purpose of determining fees payable to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges), in its operation unless otherwise assumed by the Administrator, including as part the value of the services or Fund's net assets shall be computed as otherwise mutually agreed in writing required by its Prospectus, generally accepted accounting principles and resolutions of the Trust and the AdministratorFund's Board of Directors. From The Administrator will from time to time, the Administrator is authorized to and may employ, time employ or associate with themselves such sub-administrator or contract with such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator, 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 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 is for its own acts and omissions. As mutually agreed by the Trust and the Administrator, but in any event at least annuallystate, the Administrator shall discuss with agrees to reimburse the Trust Fund for a portion of any assistance such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator has deemed desirable 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 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 performing its duties under this Agreementan amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration 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 Sub-Administrator shall receive from the Advisor with respect to the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Advisor shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in connection with 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 fee scheduleaggregate. 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 Advisor agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust 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 the Advisor’s behalf or at the Trust’s or Sponsorthe Advisor’s written request or with the TrustAdvisor’s or Sponsor’s prior written consent. Each The Advisor acknowledges and agrees that the Trust and/or the Advisor, as the case may be, will bear all expenses that are incurred in the operation of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred not specifically assumed by the Trust, or Sub-Administrator. Expenses to be borne by the Administrator on Trust and/or the 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 Trust’s behalf registration statement, proxy materials, other SEC filings, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the 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; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs incidental to the Preparation, printing and distribution of the Trust’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-PX, Form N-CSR, Form N-Q and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorTrust’s net asset value. From time to time, the 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 Advisor for the acts and omissions of any such person or persons as it is for its own acts and omissions. As mutually agreed by Notwithstanding the Trust and foregoing, if Sub-Administrator utilizes third parties or affiliates to assist it in the Administratorperformance of its duties, but in any event at least annually, the Sub-Administrator shall discuss will provide Advisor with the Trust any assistance the Administrator has deemed desirable in performing its duties under this Agreementreasonable prior notice.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Each Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator or another party. Expenses to be borne by the Trust, or include, but are not limited to: organizational expenses; cost of services of independent accountants and Fund Counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, Form N-CR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees of Independent Trustees and expenses of Board members; the salary and expenses of any officer or Trustee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR and Form N-CR, 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 Administrator. From time to time, cost of independent pricing services used in computing 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 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 AgreementFund(s)’ net asset value.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust Funds and/or the Adviser such compensation for the Administrator’s services provided pursuant to this Agreement as may be agreed to from time to time in a written Fee Schedule 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Funds and/or the Adviser shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees Funds agree promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust 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 Funds’ behalf at the Trust’s or Sponsor’s Funds’ request or with the Trust’s or Sponsor’s consentwritten signed approval of an Authorized Person. Each of Fund and/or the Trust and the Administrator will bear its own expenses. In particular, the Trust, Adviser will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes in operation of such Fund and all other print vendor and EXXXX charges), in its operation unless otherwise not specifically assumed by the Administrator. Expenses to be borne by the Funds and/or the Adviser, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of a Fund’s registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by 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 Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fund; costs incidental to the preparation, printing and distribution of the Fund’s registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Funds’ tax returns, Form N-1A or N-2, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors’ and officers’ liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorFund’s net asset value. From time to time, the 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 Funds 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each All expenses referenced in this section must be pre-approved in writing by the Trust 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 and pursuant to this Section will be the Administrator will bear its own expenses. In particular, property of the Trust, . The Trust will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorFund(s)’ net asset value. From time to time, the 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 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s 's behalf at the Trust’s or Sponsor’s 's request or with the Trust’s or Sponsor’s 's consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-2, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, Schedule TO, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as "Preparation"), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust's Registration Statements and any amendments thereto and shareholder reports; cost of Preparation and filing of the Trust's tax returns, proxy materials, Form N-2, Form N-CSR, Form N-Q, Form N-PX, Schedule TO and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Trust's net asset value. From time to time, the 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 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 For the Trust 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, the fee for the such part of the month before such termination shall be prorated according to the proportion which such part period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, For the Trust agrees purpose of determining fees payable to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred by the Trust, or by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges), in its operation unless otherwise assumed by the Administrator, including as part the value of the services or Fund's net assets shall be computed as otherwise mutually agreed in writing required by its Prospectus, generally accepted accounting principles and resolutions of the Trust and the AdministratorFund's Board of Directors. From The Administrator will from time to time, the Administrator is authorized to and may employ, time employ or associate with themselves such sub-administrator or contract with such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator, 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 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 is state, the Administrator agrees to reimburse the Fund for its own acts 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 omissions. As mutually agreed administration fees otherwise payable by the Trust and Fund. The expense reimbursement obligation of the AdministratorAdministrator is limited to the amount of its fees hereunder for such fiscal year, but in any event at least annuallyprovided, however, that notwithstanding the foregoing, the Administrator shall discuss with reimburse the Trust Fund for a portion of any assistance such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator has deemed desirable in performing its duties under this Agreementbear to the total amount of investment advisory and administration 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Company shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust Each Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the TrustCompany’s behalf at the Trust’s or SponsorCompany’s request or with the Trust’s or SponsorCompany’s consent. Each of the Trust and the Administrator will bear its own expenses. In particular, the Trust, Company will bear all Trust expenses that are incurred in its operation and not specifically assumed by the TrustAdministrator. Expenses to be borne by the Company, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on under this Agreement); cost of any services contracted for by the Trust’s behalf 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 Company; 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 EXXXX EDGAR charges, collectively referred to xxxxin as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Company; costs of Preparation, printing, distribution and mailing, as applicable, of the Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Company’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorFund’s net asset value. From time to time, the 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 each Company 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s written request or with the Trust’s or Sponsor’s written consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-2, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Trust’s net asset value. From time to time, the 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 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; provided, but in any event at least annuallyfurther, that the Administrator shall discuss notify the Trust of the appointment of any such person not affiliated with the Trust any assistance the Administrator has deemed desirable in performing its duties under this AgreementAdministrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Trust Adviser such compensation for the Sub-Administrator’s 's services provided pursuant to this Agreement as may be agreed to from time to time in a written Fee Schedule fee schedule approved by the partiesparties and initially set forth in the Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to Adviser shall reimburse the Sub-Administrator for its reasonable out-of-pocket costs set out incurred in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of connection with this Agreement. The Trust Adviser agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust Company through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Trust’s Company's behalf at the Trust’s or Sponsor’s Company's request or with the Trust’s or Sponsor’s Company's consent. Each In connection herewith, the Company hereby guaranties full payment and punctual performance and fulfillment to the Sub-Administrator of all liabilities, obligations and undertakings of the Trust Adviser to the Sub-Administrator, whether direct or indirect, absolute or contingent, due or to become due, now existing of hereafter arising or acquired, under any fee schedule regarding any service provided by the Sub-Administrator for the benefit of the Company or any cost, expense disbursement relative thereto, and the Administrator will bear its own expenses. In particularall present or future agreements arising from, or relative to, the Trust, subject matter thereof. The guaranty contained herein shall survive the termination of this Agreement. The Company or the Adviser will bear all Trust expenses that are incurred in its operation and not specifically assumed by the TrustSub-Administrator. Expenses to be borne by the Company or the Adviser, or 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 Company's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator on under this Agreement); cost of any services contracted for by the Trust’s behalf (e.g.Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, typesettingcommissions and transfer taxes in connection with the purchase and sale of securities for the Company; investment advisory fees; taxes, XBRLinsurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Company; costs incidental to the preparation, printing and distribution of the Company's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Company's tax returns, Form N-2 and Form N-taggingSAR, page changes and all other print vendor notices, registrations and EXXXX charges), amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in its operation unless otherwise assumed by computing the Administrator, including as part of the services or as otherwise mutually agreed in writing by the Trust and the AdministratorCompany's net asset value. From time to time, the 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 Adviser 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 Sub-Administrator shall receive from the 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to reimburse the Sub-Administrator shall be reimbursed for its reasonable out-of-pocket costs set out incurred in connection with this Agreement and agreed to from time to time in a written Fee Schedule approved by the fee scheduleparties. 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 Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for the Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Administrator’s or Trust’s behalf at the TrustAdministrator’s or SponsorTrust’s request or with the TrustAdministrator’s or SponsorTrust’s consent. Each The Administrator and/or the Trust, as the case may be, will bear all expenses that are incurred in the operation of the Trust and not specifically assumed by the Sub-Administrator. Trust expenses not assumed by the Sub-Administrator will bear its own include, but are not limited to: organizational expenses. In particular; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other 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; investment advisory fees; taxes, will bear all Trust insurance premiums and other fees and expenses that are incurred by 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 Trust, or by the Administrator on the Trust’s behalf costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 Administrator 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, From N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs of Preparation, printing, distribution and mailing, as applicable, of the Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and cost of independent pricing services or as otherwise mutually agreed used in writing by computing the Trust and the AdministratorFund’s net asset value. From time to time, the 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 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust 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 behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s written request or with the Trust’s or Sponsor’s written consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-2, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Trust’s net asset value. From time to time, the 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 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; provided, but in any event at least annuallyfurther, that the Administrator shall discuss notify the Trust of the appointment of any such person not affiliated with the Trust any assistance the Administrator has deemed desirable in performing its duties under this AgreementAdministrator.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust 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 behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 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 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, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust agrees to shall reimburse the Administrator for its reasonable out-of-pocket costs set out incurred in the fee scheduleconnection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust’s behalf at the Trust’s or Sponsor’s request or with the Trust’s or Sponsor’s consent. Each of the The Trust and the Administrator will bear its own expenses. In particular, the Trust, will bear all Trust expenses that are incurred in its operation and not specifically assumed by the Administrator or the Trust’s investment adviser. Expenses to be borne by the Trust, or 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 Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator on 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’s behalf ; 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 EXXXX XXXXX charges, collectively referred to herein as “Preparation”), in its operation unless otherwise assumed by the Administratorprinting, distribution and mailing of any proxy materials; costs incidental to Board meetings, including as part fees and expenses of Board members; the salary and expenses of any officer (if applicable), director\trustee or employee of the services or Trust; costs of Preparation, printing, distribution and mailing, as otherwise mutually agreed in writing by applicable, of the Trust Trust’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Trust’s tax returns, Form N-1A, Form N-CSR, Form N-Q, Form N-PX, Form N-MFP and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the Administratorcost of independent pricing services used in computing the Fund(s)’ net asset value. From time to time, the 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 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.