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 "Fee Schedule"). The fees are calculated daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from 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 based on the average net assets of each class of shares issued by the parties (Fund determined at the "Fee Schedule")annual rate outlined in Exhibit A and applied to the average daily net assets of each class of the Fund's shares. The Such fees are calculated to be computed daily by and paid monthly on the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt first business day of the Administrator's 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 For the event that a Fund is liquidated or is merged out purpose of existence prior determining fees payable to the end of a monthAdministrator, the fee payable with respect to such Fund value of the Fund's net assets shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In additioncomputed as required by its Prospectus, upon receipt generally accepted accounting principles and resolutions of the AdministratorFund's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost Board of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset valueDirectors. The Administrator is authorized will from time to and may time employ or associate with themselves such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and directors who are not officers, directors shareholders or employees of the Administrator, or the Fund's investment 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 state, the Administrator agrees to reimburse the Fund for a portion of any such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for its own acts such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse the Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and omissionsadministration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated on a daily basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) Fee Schedule. The Administrator shall receive Trust will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Trust such compensation for Services in accordance with the Administrator's services provided pursuant to this Agreement terms of Exhibit B, and as may be agreed to from time to time in a written fee schedule approved by the parties (the "Fee Schedule"). The fees are calculated daily by the Administrator in accordance parties, together with the Fee Schedule and billed monthly and shall be due and any other amounts payable by the Trust upon receipt of the Administrator's 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 CFS under this Agreement. In For the event that avoidance of doubt, CFS will not be responsible for the fees or expenses of, and Trust (or a Fund is liquidated series or is merged out class of existence prior a series of the Trust, as applicable) will reimburse CFS for any advances or payments made by CFS with the consent of the Trust for the benefit of the Trust incident to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt proper performance of the Administrator's invoiceServices to, the Trust shall reimburse the Administrator for its outany investment adviser, custodian, non-of-pocket costs incurred in connection with this Agreement. The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by discretionary subcontractor, intermediary 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 request person listed or with the Trust's consent. described in Exhibit B. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administratora third party. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust directly from parties other than the AdministratorCFS; 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 preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and XXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Trust's registration statements Offering Documents and any amendments and supplements thereto and shareholder reportsreports to current shareholders; shareholder and distribution costs eligible for payment under any distribution plan; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Trust's ’s tax returns, Form N-1A N-lA, Form N-CSR, Form N-Q, Form N-PX, and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors' and officers' D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds' Trust’s (or series or a class of a series of the Trust’s) net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Trust Adviser such compensation for the Sub-Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties (and initially set forth in the "Fee Schedule")Schedule to this Agreement. The fees are calculated accrued daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a monthaddition, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust Adviser shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in 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 TrustCompany's behalf at the TrustCompany's request or with the TrustCompany's consent. 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 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 all present or future agreements arising from, or relative to, the subject matter thereof. The Trust guaranty contained herein shall survive the termination of this Agreement. The Company will bear all expenses that are incurred in its operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the TrustCompany, 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 TrustCompany's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the TrustCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the TrustCompany; costs incidental to the preparation, printing and distribution of the TrustCompany's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the TrustCompany's tax returns, Form N-1A N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' Company's net asset value. The Sub-Administrator is authorized to and may employ or associate with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Trust Adviser for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from In consideration of services provided and expenses assumed with respect to the Funds, the Trust such compensation for the Administrator's services provided pursuant to this Agreement will pay BISYS a monthly fee as may be agreed to set forth on Schedule A hereto. BISYS will from time to time in a written fee schedule approved by the parties (the "Fee Schedule"). The fees are calculated daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset value. The Administrator is authorized to and may employ or associate with itself such person or persons as the Administrator BISYS may deem desirable believe to be particularly fitted to assist it in performing its duties under the performance of this Agreement; provided, however, that . Such person or persons may be officers and employees who are employed by both BISYS and the Trust. The compensation of such person or persons shall be paid by BISYS and no obligation will be incurred on behalf of the Administrator Trust in such respect. BISYS will bear all expenses in connection with the performance of its services under this Agreement. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of trustees who are not officers, directors, stockholders or employees of BISYS, or of the Funds' investment adviser or distributor, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance premiums, outside auditing and legal expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to shareholders of the Funds, cost of shareholders' reports and corporate meetings and any extraordinary expenses will be borne by the Funds, provided, however, that the Administrator shall be Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of Fund shares. If in any fiscal year the aggregate expenses of a Fund (as fully responsible to defined under the Trust for securities regulations of any state having jurisdiction over such Fund) exceed the acts and omissions expense limitations of any such person or persons as state, BISYS will reimburse such Fund for 100 percent of such excess expense. The expense reimbursement obligation of BISYS is limited to the amount of its fees hereunder for such fiscal year, PROVIDED, HOWEVER, that notwithstanding the foregoing, BISYS shall reimburse a Fund for such excess expense regardless of the amount of fees paid to it is for its own acts 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, reconciled, and omissionspaid on a monthly basis.

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 ’s Services as may be agreed to from time to time in a written fee schedule approved by the parties (the "Fee Schedule")parties. The fees are calculated daily by Administrator acknowledges and agrees that the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of Company and/or the Administrator's invoice. Upon , as the termination of this Agreement before the end of any monthcase may be, 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the TrustCompany and/or the Administrator, 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 ’s review of the Trust's registration statementRegistration Statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports notices, registrations, reports, filings and materials prepared by the Administrator under this AgreementAdministrator); cost of any services contracted for by the Trust Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the TrustCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparationpreparation (e.g., printing typesetting, XBRL-tagging, page changes and all other print vendor and EXXXX charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the TrustCompany; costs incidental to the preparationof Preparation, printing printing, distribution and distribution mailing, as applicable, of the Trust's registration statements Company’s Registration Statements and any amendments and supplements thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation Preparation and filing of the Trust's Company’s tax returns, Form N-1A and Form N-SARthe Registration Statement, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and directors' and officers' D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds' Company’s net asset value. The Sub-Administrator is authorized to and may employ employ, associate or associate contract with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreementthe Services; 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.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust such compensation for the Administrator's In consideration of services provided pursuant and expenses assumed with respect to this Agreement the Funds, Galaxy will pay FDISG a monthly fee as may be agreed to by Galaxy and FDISG from time to time. FDISG will from time to time in a written fee schedule approved by the parties (the "Fee Schedule"). The fees are calculated daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset value. The Administrator is authorized to and may employ or associate with itself such person or persons as the Administrator FDISG may deem desirable believe to be particularly fitted to assist it in performing its duties under the performance of this Agreement; provided, however, that the . Such person or persons may be officers and employees who are employed by both FDISG and Galaxy. The compensation of such person or persons shall be paid by FDISG and no obligation will be incurred on behalf of Galaxy in such respect. FDISG will bear all expenses in connection with the Administrator performance of its services under this Agreement. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of trustees who are not officers, directors, stockholders or employees of FDISG, or of the Funds' investment adviser or distributor, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance 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 Funds, costs of shareholders' reports and corporate meetings and any extraordinary expenses will be borne by the Funds, provided, however, that the Administrator shall be as fully responsible to Funds will not bear, directly or indirectly, the Trust for the acts and omissions cost of any such person or persons activity which is primarily intended to result in the distribution of Fund shares. If in any fiscal year the aggregate expenses of a Fund (as it is for its own acts and omissions.defined under the securities regulations of any state having

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 a fee based on the average net assets of the Fund determined at the annual rate outlined in Exhibit A and applied to time in a written fee schedule approved by the parties (average daily net assets of the "Fee Schedule")Fund. The Such fees are calculated to be computed daily by and paid monthly on the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt first business day of the Administrator's 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 For the event that a Fund is liquidated or is merged out purpose of existence prior determining fees payable to the end of a monthAdministrator, the fee payable with respect to such Fund value of the Fund's net assets shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In additioncomputed as required by its Prospectus, upon receipt generally accepted accounting principles and resolutions of the AdministratorFund's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost Board of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset valueDirectors. The Administrator is authorized will from time to and may time employ or associate with themselves such person or persons as they may believe to be fitted to assist them in the performance of this Agreement. Such person or persons may be officers and employees who are employed by both the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that and the Fund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and directors who are not officers, directors shareholders or employees of the Administrator, or the Fund's investment 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 the Fund and that 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 state, the Administrator agrees to reimburse the Fund for a portion of any such excess expense in an amount equal to the proportion that the fee otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for its own acts such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse the Fund for a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and omissionsadministration fees otherwise payable by the Fund regardless of the amount of fees paid to the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated on daily basis, reconciled and paid on a monthly basis.

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 "Fee Schedule"). The fees are calculated daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officerofficer (except such officers who are employees of the Administrator), 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset value. The Administrator is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust such compensation for the Administrator's In consideration of services provided pursuant and expenses assumed with respect to this Agreement the Funds, Galaxy VIP will pay FDISG a monthly fee as may be agreed to by Galaxy and FDISG from time to time. FDISG will from time to time in a written fee schedule approved by the parties (the "Fee Schedule"). The fees are calculated daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a month, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with 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 request or with the Trust's consent. The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the 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; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the 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 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' net asset value. The Administrator is authorized to and may employ or associate with itself such person or persons as the Administrator FDISG may deem desirable believe to be particularly fitted to assist it in performing its duties under the performance of this Agreement; provided, however, that the . Such person or persons may be officers and employees who are employed by both FDISG and Galaxy VIP. The compensation of such person or persons shall be paid by FDISG and no obligation will be incurred on behalf of Galaxy VIP in such respect. FDISG will bear all expenses in connection with the Administrator performance of its services under this Agreement. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of trustees who are not officers, directors, stockholders or employees of FDISG, or of the Funds' investment adviser or distributor, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, certain insurance 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 Funds, costs of shareholders' reports and corporate meetings and any extraordinary expenses will be borne by the Funds, provided, however, that the Administrator shall be Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of Fund shares. If in any fiscal year the aggregate expenses of a Fund (as fully responsible to defined under the Trust for securities regulations of any state having jurisdiction over such Fund) exceed the acts and omissions expense limitation of any such person or persons as state, FDISG will reimburse such Fund for .20% of such excess expense. The expense reimbursement obligation of FDISG is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, FDISG shall -------- ------- reimburse a Fund for such excess expense regardless of the amount of fees paid to it is for its own acts 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, reconciled, and omissionspaid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Sub-Administrator shall receive from the Trust Adviser such compensation for the Sub-Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties (and initially set forth in the "Fee Schedule")Schedule to this Agreement. The fees are calculated accrued daily by the Administrator in accordance with the Fee Schedule and billed monthly and shall be due and payable by the Trust upon receipt of the Administrator's 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 the event that a Fund is liquidated or is merged out of existence prior to the end of a monthaddition, the fee payable with respect to such Fund shall be prorated based on the number of days elapsed in the month during which the Fund was still in existence. In addition, upon receipt of the Administrator's invoice, the Trust Adviser shall reimburse the Sub-Administrator for its out-of-pocket costs incurred in 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 TrustCompany's behalf at the TrustCompany's request or with the TrustCompany's consent. 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 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 all present or future agreements arising from, or relative to, the subject matter thereof. The Trust guaranty contained herein shall survive the termination of this Agreement. The Company or the Adviser will bear all expenses that are incurred in its operation and not specifically assumed by the Sub-Administrator. Expenses to be borne by the TrustCompany 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 the TrustCompany's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the TrustCompany; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee director/trustee or employee of the TrustCompany; costs incidental to the preparation, printing and distribution of the TrustCompany's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the TrustCompany's tax returns, Form N-1A N-2 and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Funds' Company's net asset value. The Sub-Administrator is authorized to and may employ or associate with such person or persons as the Sub-Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Sub-Administrator and that the Sub-Administrator shall be as fully responsible to the Trust Adviser for the acts and omissions of any such person or persons as it is for its own acts and omissions.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. The Administrator shall receive from the Trust such compensation for the Administrator's In consideration of services provided rendered pursuant to this Agreement as may Agreement, the Fund will pay Cowen on the first business day of each month a fee at an annual rate of .50 of 1.00% of the Fund's average daily assets. Net asset value shall be agreed to from time to time in computed at least once a written fee schedule approved by the parties (the "Fee Schedule")day. The fees are calculated daily by fee for the Administrator in accordance with period from the Fee Schedule and billed monthly and day of the month this Agreement is entered into until the end of that month shall be due and payable by pro-rated according to the Trust upon receipt of proportion which such period bears to the Administrator's invoicefull monthly period. Upon the any termination of this Agreement before the end of any month, the fee for the such part of the a month before such termination shall be prorated pro-rated 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 For the event that a Fund is liquidated or is merged out purpose of existence prior determining fees payable to the end of a monthCowen, the fee payable with respect to such Fund value of the Fund's net assets shall be prorated based on the number of days elapsed computed in the month during which manner specified is the Fund was still Fund's Prospectus as from time to time in existenceeffect. In addition, upon receipt of the Administrator's invoice, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred Cowen will bear all expenses in connection with the performance of its services under 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 Fund will bear other expenses not contemplated by this Agreement that the Administrator may incur on the Trust's behalf at the Trust's request or with the Trust's consent. The Trust will bear all expenses that are to be incurred in its operation including taxes, interest, brokerage fees and not specifically assumed by the Administrator. Expenses to be borne by the Trustcommissions, includeif any, but fees of directors who are not limited to: organizational expensespartners, officers or employees of Cowen; cost of services of independent accountants Securities and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal Exchange Commission fees and state tax Blue Sky qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust 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; investment advisory fees; taxesmanagement, advisory and administration fees; charges of custodians, transfer and dividend disbursing agents; certain insurance premiums outside auditing and other fees and legal 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 preparationmaintenance of corporate existence, printing and mailing of any proxy materials; costs incidental allocable to Board meetingsinvestor services, including fees allocated telephone and personnel 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 prospectusesprospectuses for regulatory purposes and for distribution to shareholders; cost costs of preparation shareholders' reports and filing meetings of the Trust's tax returnsofficers, Form N-1A Directors or shareholder of the Fund; and Form N-SARany extraordinary expenses. If in any fiscal year the aggregate expenses of the Fund (including fees pursuant to this Agreement, and all noticesbut excluding interest, registrations and amendments associated taxes, brokerage and, with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and the prior written consent of the necessary state securities laws; fidelity bond and directors' and officers' liability insurance; and cost commissions, extraordinary expenses) exceed the expense limitations of independent pricing services used in computing any state having jurisdiction over the Funds' net asset valueFund, Cowen will reimburse the Fund for such excess expense. The Administrator expense reimbursement obligation of Cowen is authorized to and may employ or associate with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible limited to the Trust for the acts amount of its fees hereunder. Such expense reimbursement, if any, will be estimated, reconciled and omissions of any such person or persons as it is for its own acts and omissionspaid on a monthly basis.