Common use of Responsibility for Fund Fees and Expenses; Unified Fee Arrangement Clause in Contracts

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall pay all of the expenses of the Fund, such expenses including but not limited to the Adviser’s fee (as described in the Fund’s prospectus and on Exhibit A), transfer agent fees, administrative fees and expenses, custodian fees, legal fees, accounting fees, any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, all expenses of preparing the Trust’s registration statement and prospectus for the Fund, and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the fee payment to the Sub-Adviser under Section 4 of this Agreement, payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses, acquired fund fees and expenses and other extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or the Fund’s Administrator to pay the Adviser’s fee directly from the Fund’s assets and such amount shall be netted against the fee payable to (or added to the amount owed to the Fund by) the Sub-Adviser hereunder.

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall reimburse the Adviser for, or, at the direction of the Adviser, pay directly, all of the expenses of the Fund, such expenses including but not limited to to: the Adviser’s fee Shortfall, if any (as described in the Fund’s prospectus and defined on Exhibit A), ; transfer agent fees, ; administrative fees and expenses, ; custodian fees, ; legal fees, ; accounting fees, ; any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, ; expenses of registering or qualifying shares for sale, ; transfer taxes, ; all expenses of preparing the Trust’s registration statement and prospectus for the Fund, ; and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the fee payment to Adviser’s advisory fee(other than the Sub-Adviser under Section 4 of this AgreementAdviser’s Shortfall, if any), payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses, acquired fund fees and expenses and other extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or pay any of the Fund’s Administrator to pay the Adviser’s fee directly from the Fund’s assets fees and such amount shall be netted against expenses directly, and that the fee payable to (or added to the amount owed to the Fund by) the Sub-Adviser hereunderpursuant to Section 4(a) hereunder shall be reduced and set off by the amount of such payment and/or by the amount of the Adviser’s Shortfall.

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall pay all of the expenses of the Fund, such expenses including but not limited to the Adviser’s fee (as described in the Fund’s prospectus and on Exhibit A)management fee, transfer agent fees, administrative fees and expenses, custodian fees, legal fees, accounting fees, any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, all expenses of preparing the Trust’s registration statement and prospectus for the Fund, and the cost of printing and delivering to shareholders prospectuses and reports, the Fund’s proportionate share of trustees’ fees and insurance costs; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the fee payment to the Sub-Adviser under Section 4 5 of this Agreement, payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses, acquired fund fees and expenses and other non-routine and extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or the Fund’s Administrator to pay the Adviser’s fee directly from the Fund’s assets and such amount shall be netted against the fee payable to (or added to the amount owed to the Fund by) the Sub-Adviser hereunder.

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall reimburse the Adviser for, or, at the direction of the Adviser, pay directly, all of the expenses of the Fund, such expenses including but not limited to the Adviser’s fee Shortfall, if any (as described in the Fund’s prospectus and defined on Exhibit A), ; transfer agent fees, ; administrative fees and expenses, ; custodian fees, ; legal fees, ; accounting fees, ; any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, ; expenses of registering or qualifying shares for sale, ; transfer taxes, ; all expenses of preparing the Trust’s registration statement and prospectus for the Fund, ; and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the Adviser’s advisory fee payment to (other than the Sub-Adviser under Section 4 of this AgreementAdviser’s Shortfall, if any), payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses, acquired fund fees and expenses and other extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or pay any of the Fund’s Administrator to pay the Adviser’s fee fees and expenses directly from the Fund’s assets and such amount shall be netted against the fee payable to (or added to the amount owed to the Fund Adviser by) the Sub-Adviser hereunder.

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall pay all of the expenses of the Fund, such expenses including but not limited to the Adviser’s fee (as described in the Fund’s prospectus and on Exhibit Aprospectus), transfer agent fees, administrative fees and expenses, custodian fees, legal fees, accounting fees, any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, all expenses of preparing the Trust’s registration statement and prospectus for the Fund, and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that the Sub-Adviser will not be responsible under this paragraph for the fee payment to the Sub-Adviser under Section 4 of this Agreement, payments under the Fund’s 12b-1 plan (if any), brokerage expenses, taxes, interest, litigation expenses, acquired fund fees and expenses, dividend, interest, litigation expenses and other non-routine or extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or the Fund’s Administrator to pay the Adviser’s fee directly from the Fund’s assets and such amount shall be netted against the fee payable to (or added to the amount owed to the Fund by) the Sub-Adviser hereunder.

Responsibility for Fund Fees and Expenses; Unified Fee Arrangement. During the term of this Agreement, the Sub-Adviser shall pay all of the expenses of the Fund, such expenses including but not limited to include the Adviser’s management fee (as described in the Fund’s prospectus and on Exhibit A), transfer agent fees, administrative fees and expenses, custodian fees, legal distribution fees, legal fees (subject to the exclusions listed below) accounting fees, exchange listing fees, audit and tax fees, IOPV calculation fees, insurance, any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering or qualifying shares for sale, transfer taxes, all expenses of preparing updating and maintaining the Trust’s registration statement and prospectus for the Fund, and the cost of printing and delivering to shareholders prospectuses and reports; provided, however, that reports and the Fund’s proportionate share of trustees’ fees and insurance costs. The Sub-Adviser will not be responsible under this paragraph for the fee payment to the Sub-Adviser under Section 4 of this Agreement, payments under the Fund’s 12b-1 plan (if any), brokerage expenses, acquired fund fees and expenses, taxes, interest, litigation and arbitration expenses, acquired fund fees and expenses for professional services stemming from litigation or arbitration, and other extraordinary expenses of the Fund. A summary of projected fees and expenses that the Sub-Adviser will be responsible for under this paragraph has been provided to the Sub-Adviser by the Trust and the Adviser. Expenses for services not included in the summary previously provided to the Sub-Adviser are subject to the approval of the Sub-Adviser unless required by applicable law, regulation or rule. The Sub-Adviser acknowledges and agrees that the Adviser may direct the Trust and/or the Fund’s Administrator to pay the Adviser’s fee directly from the Fund’s assets and such amount shall be netted against the fee payable to (or added to the amount owed to the Fund by) the Sub-Adviser hereunder.