Common use of SERVICES RENDERED AND EXPENSES Clause in Contracts

SERVICES RENDERED AND EXPENSES. Paid by the Administrator. The Administrator, subject to the control, direction and supervision of the Board of Trustees of the Trust and in conformity with applicable laws, this Agreement, the Trust's Declaration of Trust, By-Laws, registration statement and amendments thereto, prospectus and statement of additional information, as in effect from time to time, and stated investment objectives, policies and restrictions, shall, as directed by the Trust from time to time, at its own expense perform as administrative services for each of the Trust such of the following as the Company shall designate: (i) furnish office space, facilities, and equipment necessary for the administration of the Trust: (ii) compute the net asset value per share of the Trust on a daily basis; (iii) prepare and file all registration or other material required by federal and state laws for the registration or other qualification of the Trust and its shares for sale to the public as required by such laws; (iv) prepare and file or mail all reports and statements required of the Trust by federal and state laws, to be filed or sent by the fund to all authorities and security holders of the Trust; (v) maintain contact with and coordinate the Trust's public accountants, legal counsel, custodian, transfer and service agent and other providers of services to the Trust, all of whose fees shall be paid independently by the Trust, and perform customary checks and confirmations of such services and the records thereof; (vi) coordinate the Trust's portfolio transactions and cash management with the Trust's custodian; (vii) receive, confirm and pay over to the Trust's custodian the proceeds of sales by the Trust of its shares and administer and confirm to the Trust's transfer agent and shareholders the sales of its shares by the Trust; and (viii) prepare and maintain on behalf of the Trust such records of the Trust's business transactions as are not maintained by other service providers to the trust and generally take all such other action as may be required to administer the Trust's business. The Trust shall pay the Administrator's out-of-pocket expenses for supplies, printing and postage incurred by the Administrator in the performance of its duties hereunder. To the extent that any of the foregoing expenses are allocated between the Trust and any other party, such allocations shall be pursuant to methods approved by the Board of Trustees of the Trust.

SERVICES RENDERED AND EXPENSES. Paid by the Administrator. PAID BY ADVISER The AdministratorADVISER, subject to the overall policies, control, direction direction, supervision and supervision review of the Board of FUND's Trustees of the Trust and in conformity with applicable laws, this Agreement, the TrustFUND's Agreement and Declaration of Trust ("Declaration of Trust"), By-Lawslaws, registration statement and amendments theretostatements, prospectus and statement of additional information, as in effect from time to time, and stated investment objectives, policies and restrictionsrestrictions of each Portfolio, shall: a. manage the investment and reinvestment of the FUND's assets including, as directed by way of illustration, the evaluation of pertinent economic, statistical, financial and other data, determination of the industries and companies to be represented in the FUND's Portfolios, and formulation and implementation of investment programs; b. place all orders for the purchase and sale of portfolio investments for the account of each Portfolio of the Fund with brokers or dealers selected by the Trust from time to time, at its own expense perform as administrative services for each ADVISER; c. conduct and manage the day-to-day operations of the Trust such FUND including, by way of illustration, the preparation of registration statements, reports, and amendments thereto, and the furnishing of routine legal services except for services provided by outside counsel to the FUND selected by the Trustees; and d. pay the compensation of each FUND trustee and Fund officer who is an affiliated person of the following ADVISER, except the compensation of the FUND's Treasurer and related expenses as provided below. In performing the Company services described in paragraph b. above, the ADVISER shall designate: use its best efforts to obtain for the FUND and each Portfolio the most favorable price and execution available and shall maintain records adequate to demonstrate compliance with this requirement. Subject to prior authorization by the FUND's Trustees of appropriate policies and procedures, the ADVISER may, to the extent authorized by law, cause the FUND to pay a broker or dealer that provides brokerage and research services to the ADVISER an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction. To the extent authorized by law, the ADVISER shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Except as otherwise agreed, or as otherwise provided herein, the FUND shall pay, or arrange for others to pay, all its expenses other than those expressly stated to be payable by the ADVISER hereunder, which expenses payable by the FUND shall include (i) furnish interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of portfolio investments; (iii) compensation of its trustees and officers other than those who are affiliated persons of the ADVISER; (iv) compensation of its Treasurer, compensation of personnel working under the Treasurer's direction, and expenses of office space, facilities, and equipment necessary used by the Treasurer and such personnel in the performance of their normal duties for the administration FUND which consist of maintenance of the Trust: (ii) compute accounts, books and other documents which constitute the net asset value per share of record forming the Trust on a daily basis; (iii) prepare and file all registration or other material required by federal and state laws basis for the registration or FUND's financial statements, preparation of such financial statements and other qualification FUND documents and reports of the Trust and its shares for sale to the public as a financial nature required by such laws; (iv) prepare and file or mail all reports and statements required of the Trust by federal and state laws, to be filed or sent by and participation in the fund to all authorities and security holders production of the Trust; FUND's registration statement, prospectuses, proxy solicitation materials and reports to shareholders; (v) maintain contact with fees of outside counsel to and coordinate of independent accountants of the Trust's public accountants, legal counsel, custodian, transfer and service agent and other providers of services to the Trust, all of whose fees shall be paid independently FUND selected by the Trust, and perform customary checks and confirmations of such services and the records thereof; Trustees; (vi) coordinate the Trust's portfolio transactions custodian, registrar and cash management with the Trust's custodian; transfer agent fees and expenses; (vii) receive, confirm and pay over expenses related to the Trust's custodian the proceeds of sales by the Trust repurchase or redemption of its shares and administer and confirm including expenses related to a program of periodic repurchases or redemptions; (viii) expenses related to the Trust's transfer agent and shareholders the sales issuance of its shares against payment therefor by the Trust; and (viii) prepare and maintain or on behalf of the Trust such records subscribers thereto; (ix) fees and related expenses of registering and qualifying the FUND and its shares for distribution under state and federal securities laws; (x) expenses of printing and mailing of registration statements, prospectuses, reports, notices and proxy solicitation materials of the TrustFUND; (xi) all other expenses incidental to holding meetings of the FUND's business transactions as are not maintained shareholders including proxy solicitations therefor; (xii) expenses for servicing shareholder accounts; (xiii) insurance premiums for fidelity coverage and errors and omissions insurance; (xiv) dues for the FUND's membership in trade associations approved by other service providers to the trust Trustees; and generally take all (xv) such other action nonrecurring expenses as may be required arise, including those associated with actions, suits or proceedings to administer which the Trust's business. The Trust shall pay FUND is a party and the Administrator's out-of-pocket expenses for supplies, printing legal obligation which the FUND may have to indemnify its officers and postage incurred by the Administrator in the performance of its duties hereundertrustees with respect thereto. To the extent that any of the foregoing expenses are allocated between the Trust FUND and any other party, such allocations shall be pursuant to methods approved by the Trustees. For a period of one year commencing on the effective date of this Agreement, the ADVISER and the FUND agree that the retention of (i) the chief executive officer, president, chief financial officer and secretary of the ADVISER and (ii) each director, officer and employee of the ADVISER or any of its Affiliates (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) who serves as an officer of the FUND (each person referred to in (i) or (ii) hereinafter being referred to as an "Essential Person"), in his or her current capacities, is in the best interest of the FUND and the FUND's shareholders. In connection with the ADVISER's acceptance of employment hereunder, the ADVISER hereby agrees and covenants for itself and on behalf of its Affiliates that neither the ADVISER nor any of its Affiliates shall make any material or significant personnel changes or replace or seek to replace any Essential Person or cause to be replaced any Essential Person, in each case without first informing the Board of Trustees of the TrustFUND in a timely manner. In addition, neither the ADVISER nor any Affiliate of the ADVISER shall change or seek to change or cause to be changed, in any material respect, the duties and responsibilities of any Essential Person, in each case without first informing the Board of Trustees of the FUND in a timely manner.