Common use of Administration Services Clause in Contracts

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board of Trustees Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Trust (the "Board"), you will perform such sponsorship, administrative expenses and supervisory services as may from time to time be reasonably requested by administer all disbursements for the Trust, which shall include without limitation: (a) providing office spaceand as appropriate, equipment compute the Trust's yields, total return, expense ratios and clerical personnel necessary for performing the management functions herein set forth; portfolio turnover rate; (b) arrangingprepare and coordinate, if desired by the Trustin consultation with Trust counsel, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations)prospectuses, including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual registration statements and proxy materials; (c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (d) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (f) calculate performance data of the Trust for dissemination to information services covering the investment company industry; (g) prepare and file all of the Trust's tax returns and prepare and mail annual Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (i) provide individuals reasonably acceptable to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records Trustees to serve as officers of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting who will be responsible for the management of certain of the Trust's Chief compliance Officer with compliance affairs as determined by the Trustees; (j) advise the Trust and its Trustees on matters related to federal securities concerning the Trust and tax lawsits affairs, including compliance making recommendations regarding dividends and distributions; (k) obtain and keep in effect on behalf of the Trust fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the Investment Company requirements of the 1940 Act of 1940, and as amended such bonds and policies are approved by the Trustees; (collectively with l) monitor and advise the rules Trust and regulations promulgated there its Portfolios on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986; (m) monitor and advise the Trust and its Portfolios on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Portfolio's then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Trust including, as amendedbut not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Trustees and meetings of the Trust's shareholders; (viiio) supervising cooperate with, and take all reasonable actions in the dissemination performance of yield and other performance its duties under this Agreement to ensure that all necessary information to newspapers and tracking servicesis made available to, (ix) the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust; (p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the "SEC") or any other regulatory authority in connection with any regulatory audit of the Trust or the investment adviser of the Trust; (q) perform all administrative services and functions of the Trust to the extent administrative services and functions are not provided to the Trust by other agents of the Trust; (r) prepare and file with the SEC the semi-annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget report for the Trust, Trust on Form N-SAR and all required notices pursuant to Rule 24f-2 under the establishment 1940 Act; and (s) furnish advice and recommendations with respect to other aspects of the rate of expense accruals business and the arrangement affairs of the payment of all fixed Trust as the Trust and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the FundsUltimus shall determine desirable.

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board of Trustees Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Trust (the "Board"), you will perform such sponsorship, administrative expenses and supervisory services as may from time to time be reasonably requested by administer all disbursements for the Trust, which shall include without limitation: (a) providing office spaceand as appropriate, equipment compute the Trust's yields, total return, expense ratios and clerical personnel necessary for performing the management functions herein set forth; portfolio turnover rate; (b) arrangingprepare and coordinate, if desired by the Trustin consultation with Trust counsel, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations)prospectuses, including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual registration statements and proxy materials; (c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (d) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (f) calculate performance data of the Trust for dissemination to information services covering the investment company industry; (g) prepare and file all of the Trust's tax returns and prepare and mail annual Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (i) provide individuals reasonably acceptable to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records Trustees to serve as officers of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting who will be responsible for the management of certain of the Trust's Chief compliance Officer with compliance affairs as determined by the Trustees; (j) advise the Trust and its Trustees on matters related to federal securities concerning the Trust and tax lawsits affairs, including compliance making recommendations regarding dividends and distributions; (k) obtain and keep in effect on behalf of the Trust fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the Investment Company requirements of the 1940 Act of 1940, and as amended such bonds and policies are approved by the Trustees; (collectively with l) monitor and advise the rules Trust and regulations promulgated there its Portfolios on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986; (m) monitor and advise the Trust and its Portfolios on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Portfolio’s then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Trust including, as amendedbut not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Trustees and meetings of the Trust’s shareholders; (viiio) supervising cooperate with, and take all reasonable actions in the dissemination performance of yield and other performance its duties under this Agreement to ensure that all necessary information to newspapers and tracking servicesis made available to, (ix) the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust; (p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Trust or the investment adviser of the Trust; (q) perform all administrative services and functions of the Trust to the extent administrative services and functions are not provided to the Trust by other agents of the Trust; (r) prepare and file with the SEC the semi-annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget report for the Trust, Trust on Form N-SAR and all required notices pursuant to Rule 24f-2 under the establishment 1940 Act; and (s) furnish advice and recommendations with respect to other aspects of the rate of expense accruals business and the arrangement affairs of the payment of all fixed Trust as the Trust and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the FundsUltimus shall determine desirable.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 AN-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the FundsFund, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a the Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under thereunder as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each the Fund's net asset value and other fund accounting services to the FundsFund.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board of Trustees of the Trust (and the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time be reasonably requested by between the Trust, which shall include without limitation: Trust and the Administrator: (a) providing office space, equipment Oversee the determination and clerical personnel necessary for performing publication of the management functions herein set forth; Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board; (b) arranging, if desired by Oversee the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust maintenance by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating custodian of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of certain books and records of the Trust, Trust as required under Rule 31a-1(b) of the 1940 Act; (viic) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting Prepare the Trust's Chief compliance Officer with compliance matters related federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; (d) Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust's expenses; (e) Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to federal securities be sent to Trust shareholders, and tax laws, including compliance arrange for the printing and dissemination of such reports and communications to shareholders; (f) Prepare for review by an officer of and legal counsel for the Trust the Trust's periodic financial reports required to be filed with the Investment Company Act Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form [N-A/N-2] and such other reports, forms or filings as may be mutually agreed upon; (g) Prepare reports relating to the business and affairs of 1940the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants; (h) Make such reports and recommendations to the Board concerning the performance of the independent accountants as amended the Board may reasonably request; (collectively i) Make such reports and recommendations to the Board concerning the performance and fees of the Trust's custodian and transfer and dividend disbursing agent ("Transfer Agent") as the Board may reasonably request or deems appropriate; (j) Oversee and review calculations of fees paid to the Trust's investment adviser, custodian and Transfer Agent; (k) Consult with the rules Trust's officers, independent accountants, legal counsel, custodian and regulations promulgated there under as amended from time to time, Transfer Agent in establishing the "Act") and Subchapter M accounting policies of the Trust; (l) Respond to, or refer to the Trust's officers or Transfer Agent, shareholder inquiries relating to the Trust; (m) Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of 1986the 1940 Act and Trust prospectus limitations as may be mutually agreed upon; (n) Review and provide assistance on shareholder communications; (o) Maintain general corporate calendar; (p) Maintain copies of the Trust's charter and by-laws; (q) File annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (which shall also be subject to review by the Trust's legal counsel); (r) Organize, attend and prepare minutes of shareholder meetings; (s) Provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in the Trust's investment policies, operations or structure; act as amendedliaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent Board members; (viiit) supervising Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the dissemination Trust, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; (u) Develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents; (v) Counsel and assist the Trust in the handling of yield routine regulatory examinations and other performance information work closely with the Trust's legal counsel in response to newspapers any non-routine regulatory matters; Subject to review and tracking servicescomment by the Trust's legal counsel: (w) Prepare and file with the SEC amendments to the Trust's registration statement, (ix) including updating the preparation Prospectus and Statement of annual renewals for fidelity bond and errors and omissions insurance coverageAdditional Information, where applicable; (x) Prepare and file with the development of a budget SEC proxy statements; provide consultation on proxy solicitation matters; (y) Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and follow-up on matters raised at Board meetings; and (z) Prepare and file with the Trust, SEC Rule 24f-2 notices. (aa) Perform Blue Sky services pursuant to the establishment specific instructions of the rate of expense accruals Trust and as detailed in Schedule C to this Agreement. The Administrator shall provide the office facilities and the arrangement of personnel required by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject Prepare monthly security transaction listings; - Supply various normal and customary Fund statistical data as requested on an ongoing basis; - Coordinate contractual relationships and communications between the Fund and its contractual service providers; - Prepare and file the Fund's Annual and Semi-Annual Reports with the SEC on Form N-SAR (as applicable) via XXXXX, until CSFBAC or a Fund notifies PFPC that it shall no longer required such services; - Prepare and coordinate printing of the Fund's annual and semi-annual shareholder reports (not including Form N-CSR), until CSFBAC or a Fund notifies PFPC that it shall no longer required such services; and - Prepare and coordinate with the Fund's counsel and Fund management Post-Effective Amendments to the direction Fund's Registration Statement on Form N-2, as needed, and control coordinate the filing with the Fund's financial printer; - Monitor the Fund's assets on a monthly basis to assure adequate fidelity bond coverage is maintained; - Draft agendas and resolutions for quarterly Board meetings and draft written consents of the Board; - Coordinate the preparation, assembly and mailing of materials for quarterly board meetings; - Attend quarterly board meetings and draft minutes thereof; - Maintain a calendar to assure compliance with various SEC filing and Board approval deadlines; - Assist the Fund in the handling of Trustees SEC examinations and responses thereto; - At the direction of each Fund complete subscription documents, investor questionnaires and similar materials with respect to investments in any portfolio funds (i.e., the Trust funds in which an Investment Fund invests) and redemptions therefrom (the "BoardSub-Docs"), you will perform and execute the Sub-Docs as attorney-in-fact pursuant to that certain limited power of attorney granted by each of the Funds, a form of which is attached hereto as Schedule C. For clarification, as between PFPC and each Fund, each Fund shall be solely responsible for (i) customer suitability review and "know your customer" information requirements, in accordance with all applicable laws, rules and regulations; and (ii) any anti-money laundering, due diligence or other actions required to be taken with respect to customers, which, if applicable shall include without limitation, the USA PATRIOT Act (Pub. Law No. 107-56, October 26, 2001) and any similar laws enacted after the date hereof; and - Perform such sponsorship, additional administrative and supervisory services duties relating to the administration of the Fund as may subsequently be agreed upon in writing between, CSFBAC, such Fund and PFPC. - Furnish net asset value of a Fund to investors in such Fund, as required; - Confirm investment and/or subscription by investors; - Maintain the register of Limited Partners or Members, as applicable, and enter on such register all issues, transfers and repurchases of interests in the Fund; - Arrange for the calculation of the issue and repurchase prices of interests in the Fund in accordance with the Fund's Organizational Documents; - Allocate income, expenses, gains and losses to individual partners' or Members' (as appropriate with respect to a particular fund) capital accounts in accordance with the Fund's Organizational Documents; - Calculate the incentive allocation in accordance with the Fund's partnership agreement, as applicable and reallocate corresponding amounts from the applicable Limited Partners' accounts to the General Partner's account; [and] [- Mail Fund offering materials to prospective investors in accordance with instructions from an Authorized Person; and] - Furnish such information from time to time as may be reasonably requested required by the TrustFund. SCHEDULE C FORM POWER OF ATTORNEY [FUND NAME], which shall include without limitation: (a) providing office space"Fund"), equipment and clerical personnel necessary for performing the management functions herein set forth; DOES HEREBY CONSTITUTE AND APPOINT PFPC INC., a Massachusetts corporation (b) arranging"PFPC"), if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trusttogether with its affiliates, including the provision of services to the Trust by the Trust's fund accounting agentany direct or indirect subsidiary and its officers and employees, transfer agent, custodian, auditors, as its true and other independent contractors or lawful agents and attorneys-in-fact (the "Service ProvidersAttorney(s)-in-fact"), which services include without limitation: (i) supervising in their name, place and xxxxx to act as the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.following purposes:

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board of Trustees Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Trust (the "Board"), you will perform such sponsorship, administrative expenses and supervisory services as may from time to time be reasonably requested by administer all disbursements for the Trust, which shall include without limitation: (a) providing office spaceand as appropriate, equipment compute the Trust's yields, total return, expense ratios and clerical personnel necessary for performing portfolio turnover rate and any other metrics that may be required in the management functions herein set forth; future due to regulatory changes; (b) arrangingprepare and coordinate, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the in consultation with Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditorscounsel, and other independent contractors or agents (supervise the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations)prospectuses, including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual registration statements and proxy materials; (c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (d) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (f) calculate performance data of the Trust for dissemination to information services covering the investment company industry if so instructed by the adviser; (g) prepare and file all of the Trust's tax returns and prepare and mail annual Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (i) provide individuals reasonably acceptable to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records Trustees to serve as officers of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting who will be responsible for the management of certain of the Trust's Chief compliance Officer with compliance affairs as determined by the Trustees; (j) advise the Trust and its Trustees on matters related to federal securities concerning the Trust and tax lawsits affairs, including compliance making recommendations regarding dividends and distributions; (k) obtain and keep in effect on behalf of the Trust fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the Investment Company requirements of the 1940 Act of 1940, and as amended such bonds and policies are approved by the Trustees; (collectively with l) monitor and advise the rules Trust and regulations promulgated there its Funds on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986; (m) monitor and advise the Trust and its Funds on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Fund’s then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Trust including, as amendedbut not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Trustees and meetings of the Trust’s shareholders; (viiio) supervising cooperate with, and take all reasonable actions in the dissemination performance of yield and other performance its duties under this Agreement to ensure that all necessary information to newspapers and tracking servicesis made available to, (ix) the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust; (p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Trust or the investment adviser of the Trust; (q) perform all administrative services and functions of the Trust to the extent administrative services and functions are not provided to the Trust by other agents of the Trust; (r) prepare and file with the SEC the semi-annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget report for the TrustTrust on Form N-SAR, Form N-Q, Form N-CSR and all required notices pursuant to Rule 24f-2 under the establishment 1940 Act; and (s) furnish advice and recommendations with respect to other aspects of the rate of expense accruals business and the arrangement affairs of the payment of all fixed Trust as the Trust and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the FundsUltimus shall determine desirable.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board of Trustees of the Trust (and the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust’s auditors and legal counsel and in accordance with procedures which may be established from time to time be reasonably requested between the Trust and the Administrator: a. Oversee the determination and publication of the Trust’s net asset value in accordance with the Trust’s policy as adopted from time to time by the Board; b. Oversee the maintenance by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents ’s custodian of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act; c. Prepare the Trust’s federal, (vii) telephone coverage state and local income tax returns for review by the Trust’s independent accountants and execution by the Trust’s treasurer; prepare the Trust’s federal, state and local income tax returns; prepare tax basis provisions for both excise and income tax purposes and calculate required distribution amounts; d. Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust’s expenses; prepare annual fund expense budgets, perform accrual analysis and roll-forward calculations and recommend changes to respond to shareholder inquiries that fund expense accruals on a Fund's transfer agent is unable to satisfyperiodic basis; e. Prepare for review and approval by officers of the Trust financial information for the Trust’s semi-annual and annual reports, (viii) providing Form N-Q reports, Form N-CSR reports, Form N-MFP reports and assisting other communications required or otherwise to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; file annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of “President’s letters” to shareholders and “Management’s Discussion of Trust Performance” (which shall also be subject to review by the Trust's Chief compliance Officer with compliance matters related ’s legal counsel); f. Prepare for review by officers of and legal counsel for the Trust the Trust’s periodic financial reports required to federal securities and tax laws, including compliance be filed with the Investment Company Act SEC on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon; g. Oversee and review calculations of 1940fees paid to the Trust’s investment adviser, as amended (collectively custodian and Transfer Agent; h. Provide periodic testing of portfolios to assist the Trust’s investment adviser in complying with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code mandatory qualification requirements, the requirements of 1986, the 1940 Act and Trust prospectus limitations as amended, (viii) supervising may be mutually agreed upon; i. Maintain copies of the dissemination of yield and other Trust’s Governing Documents; j. Prepare total return performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust’s Investment Funds; k. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, update the establishment of the rate of expense accruals Board and the arrangement investment adviser on those developments and provide related planning assistance where requested or appropriate; l. Assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents; m. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with the payment of all fixed Trust’s legal counsel in response to any non-routine regulatory matters; Subject to review and management expensescomment by the Trust’s legal counsel: n. Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and (xi) supervising follow-up on matters raised at Board meetings; o. Prepare and file with the determination of each Fund's net asset value SEC Rule 24f-2 notices and other fund accounting Rule 17g-1 filings; and p. Supply the Trust with officers, as necessary. The Administrator shall provide the office facilities and the personnel required by it to perform the services to the Fundscontemplated herein.

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board of Trustees Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Trust (the "Board"), you will perform such sponsorship, administrative expenses and supervisory services as may from time to time be reasonably requested by administer all disbursements for the Trust, which shall include without limitation: (a) providing office spaceand as appropriate, equipment compute the Trust's yields, total return, expense ratios and clerical personnel necessary for performing the management functions herein set forth; portfolio turnover rate; (b) arrangingprepare and coordinate, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the in consultation with Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditorscounsel, and other independent contractors or agents (supervise the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations)prospectuses, including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual registration statements and proxy materials; (c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (d) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (f) calculate performance data of the Trust for dissemination to information services covering the investment company industry; (g) assist the Trust’s independent public accountants with the preparation and filing of all of the Trust's tax returns, and prepare and mail annual Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (i) provide individuals reasonably acceptable to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records Trustees to serve as officers of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting who will be responsible for the management of certain of the Trust's Chief compliance Officer with compliance affairs as determined by the Trustees; (j) advise the Trust and its Trustees on matters related to federal securities concerning the Trust and tax lawsits affairs, including compliance making recommendations regarding dividends and distributions; (k) obtain and keep in effect on behalf of the Trust fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the Investment Company requirements of the 1940 Act of 1940, and as amended such bonds and policies are approved by the Trustees; (collectively with l) monitor and advise the rules Trust and regulations promulgated there the Funds on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986; (m) monitor and advise the Trust and its Funds on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Fund’s then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Trust including, as amendedbut not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Trustees and meetings of the Trust’s shareholders; (viiio) supervising cooperate with, and take all reasonable actions in the dissemination performance of yield and other performance its duties under this Agreement to ensure that all necessary information to newspapers and tracking servicesis made available to, (ix) the Trust's independent public accountants in connection with the preparation of any audit or report requested by the Trust; (p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to, the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Trust or the investment adviser of the Trust; (q) perform all administrative services and functions of the Trust to the extent administrative services and functions are not provided to the Trust by other agents of the Trust; (r) prepare and file with the SEC the semi-annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget report for the TrustTrust on Form N-SAR and financial reports on Form N-CSR, quarterly reports on Form N-Q, and all required notices pursuant to Rule 24f-2 under the establishment 1940 Act; and (s) furnish advice and recommendations with respect to other aspects of the rate of expense accruals business and the arrangement affairs of the payment of all fixed Trust as the Trust and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the FundsUltimus shall determine desirable.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 AN-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the FundsFund, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a the Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under thereunder as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each the Fund's net asset value and other fund accounting services to the FundsFund.

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board of Trustees Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Trust (the "Board"), you will perform such sponsorship, administrative expenses and supervisory services as may from time to time be reasonably requested by administer all disbursements for the Trust, which shall include without limitation: (a) providing office spaceand as appropriate, equipment compute the Trust's yields, total return, expense ratios and clerical personnel necessary for performing the management functions herein set forth; portfolio turnover rate; (b) arrangingprepare and coordinate, if desired by the Trustin consultation with Trust counsel, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations)prospectuses, including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual registration statements and proxy materials; (c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (d) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (f) calculate performance data of the Trust for dissemination to information services covering the investment company industry; (g) assist in the preparation and filing of the Trust's tax returns and prepare and mail annual Forms 1099, Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (i) provide individuals reasonably acceptable to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records Trustees to serve as officers of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting who will be responsible for the management of certain of the Trust's Chief compliance Officer with compliance affairs as determined by the Trustees; (j) advise the Trust and its Trustees on matters related to federal securities concerning the Trust and tax lawsits affairs, including compliance making recommendations regarding dividends and distributions; (k) obtain and keep in effect on behalf of the Trust fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the Investment Company requirements of the 1940 Act of 1940, and as amended such bonds and policies are approved by the Trustees; (collectively with l) monitor and advise the rules Trust and regulations promulgated there its Portfolios on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986; (m) monitor and advise the Trust and its Portfolios on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Portfolio's then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Trust including, as amendedbut not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Trustees and meetings of the Trust's shareholders; (viiio) supervising cooperate with, and take all reasonable actions in the dissemination performance of yield and other performance its duties under this Agreement to ensure that all necessary information to newspapers and tracking servicesis made available to, (ix) the Trust's independent public accountants in connection with the preparation of annual renewals for fidelity bond any audit or report requested by the Trust; (p) cooperate with, and errors take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and omissions insurance coverage, Exchange Commission (xthe “SEC”) or any other regulatory authority in connection with any regulatory audit of the Trust or the investment adviser of the Trust; (q) perform all administrative services and functions of the Trust to the extent administrative services and functions are not provided to the Trust by other agents of the Trust; (r) prepare and file with the SEC (i) the development reports for the Trust on Forms N-CSR, N-CEN, and N-PORT (ii) Form N-PX; and (iii) all required notices pursuant to Rule 24f-2 under the 1940 Act; and (s) furnish advice and recommendations with respect to other aspects of the business and affairs of the Trust as the Trust and Ultimus shall determine desirable. (t) provide assistance in the maintenance of a budget for Liquidity Risk Management Program (“LRMP”) which meets the Trust, requirements of Rule 22e-4 under the establishment of 1940 Act. The LRMP shall include the rate of expense accruals following services: ● Provide data from each Fund's books and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination records ● Assist in monitoring of each Fund's net asset value highly liquid investment minimum, if applicable, and other fund accounting services the level of illiquid investments. ● Assist with arranging Board notifications. ● Assist in the preparation of Form N-LIQUID. ● Add Adviser's liquidity risk discussion to the Fundsshareholder reports.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing Maintaining office space, equipment facilities (which may be in the offices of Investor Services Group or a corporate affiliate) and clerical personnel necessary furnishing corporate officers for performing the management functions herein set forth; Fund; (b) arrangingFurnishing data processing services, if desired by the Trustclerical services, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent executive and to any limitations imposed by law; administrative services and standard stationery and office supplies; (c) supervising Performing all functions ordinarily performed by the overall operations office of a corporate treasurer, and furnishing the Trustservices and facilities ordinarily incident thereto, as follows: o Expense Accrual Monitoring o Determination of Dividends o Preparation materials for review by the Board, e.g., Rules2a-7,10f-3, 17a-7, 17e-1 and 144A o Tax and Financial Counsel o Creation of expense pro formas for new Portfolios/classes o Reporting to investment company reporting agencies (i.e., Lipper) o Compliance Testing including the provision of services Section 81 7(h) (daily, weekly or monthly) (d) Preparing reports to the Trust by Fund's Shareholders and the TrustSEC including, but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form N-SAR; (e) Preparing and filing the Fund's fund accounting agent, tax returns and providing shareholder tax information to the Fund's transfer agent; (f) Assisting the Adviser, custodianat the Adviser's request, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the in monitoring and coordinating of performance developing compliance procedures for the Fund which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Portfolio's investment objective, policies, restrictions, tax matters and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations regulations; (including state g) Performing "blue skyBlue Sky" compliance functions, as follows: o Effecting and maintaining, as the case may be, the registration of Shares of the Fund for sale under the securities laws and regulations)of the jurisdictions listed in the Written Instructions of the Fund, including registration statements on Form N­1 A, prospectuses and statements which instructions will include the amount of additional information, semiannual and annual reports Shares to be registered as well as the warning threshold to be maintained. Any Written Instructions not received at least 45 days prior to the Trust's shareholdersdate the Fund intends to offer or sell its Shares cannot be guaranteed a timely notification to the states. In addition, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents Investor Services Group shall not be responsible for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders providing to any other service provider of the Trust or of one or more Fund a list of the Funds, (vi) states in which the maintenance of books Fund may offer and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundssell its Shares.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing Maintaining office space, equipment facilities (which may be in the offices of Investor Services Group or a corporate affiliate) and clerical personnel necessary furnishing corporate officers for performing the management functions herein set forth; Fund; (b) arrangingFurnishing data processing services, if desired by the Trustclerical services, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent executive and to any limitations imposed by law; administrative services and standard stationery and office supplies; (c) supervising Performing all functions ordinarily performed by the overall operations office of a corporate treasurer, and furnishing the services and facilities ordinarily incident thereto, as follows: - Expense Accrual Monitoring - Determination of Dividends - Preparation materials for review by the Board, e.g., Rules 2a-7,10f-3, 17a-7, 17e-1 and 144A - Tax and Financial Counsel - Creation of expense pro formas for new Portfolios/classes - Reporting to investment company reporting agencies (i.e., Lipper) - Compliance Testing including Section 817(h) (daily, weekly or monthly) (d) Preparing reports to the Fund's Shareholders and the SEC including, but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form N-SAR; (e) Preparing and filing the Fund's tax returns and providing shareholder tax information to the Fund's transfer agent; (f) Assisting the Adviser, at the Adviser's request, in monitoring and developing compliance procedures for the Fund which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Portfolio's investment objective, policies, restrictions, tax matters and applicable laws and regulations; (g) Performing "Blue Sky" compliance functions, as follows: - Filing with each appropriate jurisdiction the appropriate materials relating to the Fund. The Fund shall be responsible for providing such materials to Investor Services Group, and Investor Services Group shall make such filings promptly after receiving such materials. - Providing to the Fund quarterly reports of sales activity in each jurisdiction in accordance with the Written Instructions of the TrustFund. Sales will be reported by shareholder residence. NSCC trades and order clearance will be reported by the state provided by the dealer at the point of sale. Trades by omnibus accounts will be reported by trustee state of residence in accordance with the Written Instructions of the Fund outlining the entities which are permitted to maintain omnibus positions with the Fund. - In the event sales of Shares in a particular jurisdiction reach or exceed the warning levels provided in the Written Instructions of the Fund, Investor Services Group will promptly notify the Fund with a recommendation of the amount of Shares to be registered in such jurisdiction and the fee for such registration. Investor Services Group will not register additional Shares in such jurisdiction unless and until Investor Services Group shall have received written instructions from the Fund to do so. - If Investor Services Group is instructed by the Fund not to register Shares in a particular jurisdiction, Investor Services Group will use its best efforts to cause any sales in such jurisdictions to be blocked, and such sales will not be reported to Investor Services Group as sales of Shares of the Fund. (h) Performing corporate secretarial services including the provision following: - Assist in maintaining corporate records and good standing status of services to the Trust by the Trust's fund accounting agentFund in its state of organization - Develop and maintain calendar of annual and quarterly board approvals and regulatory filings - Prepare notice, transfer agentagenda, custodianmemoranda, auditors, resolutions and other independent contractors or agents (the "Service Providers"), which services include without limitation: background materials for legal approvals at quarterly board meetings and committee meetings; attend meetings; make presentations where appropriate; prepare minutes; follow up on issues (i) supervising Performing the updating following legal services: - Prepare and file annual Post-Effective Amendment - Prepare and file Rule 24f-2 Notice - Review and file Form N-SAR - Review, Edgarize and file Annual and Semi-Annual Financial Reports - Communicate significant regulatory or legislative developments to Fund management and directors and provide related planning assistance where needed - Consult with Fund management regarding portfolio compliance and Fund corporate and regulatory issues as needed - Maintain effective communication with outside counsel and review legal bills of trust organizational documents, (ii) negotiating contracts outside counsel - Coordinate the printing and fees mailing process with outside printers for all shareholder publications - Arrange D&O/E&O insurance and the fidelity bond coverage for Fund - Assist in monitoring Fund Code of Ethics reporting and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual provide such reports to the Trustperson designated under the Fund's shareholdersCode (j) Performing, (iv) reviewing tax returns, (v) supervising in accordance with the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders Written Instructions of the Trust or of one or more Fund, the following Special Legal Services in accordance with the pricing structure listed on the Fee Schedule attached to this Agreement as Schedule C: - Assist in managing SEC audit of the FundsFund at the Adviser's principal place of business - Review sales material and advertising for Fund Prospectus compliance - Assist in new Portfolio start-up (to the extent requested) Coordinate time and responsibility schedules Prepare Fund corporate documents (MTA/by-laws) Draft/file registration statement (including investment objectives/policies and prospectuses) - Assist in developing compliance guidelines and procedures to improve overall compliance by Fund and service providers - Prepare notice, agenda, memoranda and background materials for special board meetings, make presentations where appropriate, prepare minutes and follow up on issues - Prepare proxy material for special meetings (viincluding fund merger documents) the maintenance of books and records of the Trust- Prepare Post-Effective Amendments for special purposes (e.g., (viinew funds or classes, changes in advisory relationships, mergers, restructurings) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws- Prepare special Prospectus supplements where needed - Assist in extraordinary non-recurring projects, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking providing consultative legal services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coveragee.g., (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.Arrange CDSC financial programs Prospectus simplification Profile prospectuses Exemptive order applications

Administration Services. Subject The Administrator shall provide the following services, subject to the control, supervision, authorization and direction and control of the Board of Trustees of the Trust (and, in each case where appropriate, the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator: a. Prepare for review and approval by officers of the Trust the Investment Funds' financial information contained within the Trust's semi-annual and annual shareholder reports, Form N-Q reports and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable; b. Coordinate the audit of the Trust's financial statements by the Trust's independent accountants, including the preparation of supporting audit workpapers and other schedules, and make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request; c. Prepare for review by an officer of the Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A, Form N-CSR and such other reports, forms or filings as may be mutually agreed upon; d. Provide periodic testing of portfolios with respect to compliance with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and the Investment Funds' prospectus limitations as may be mutually agreed upon, including quarterly compliance reporting to the Trust's officers as well as preparation of Board compliance materials; e. Prepare and furnish total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by fund management; f. Prepare and disseminate vendor survey information; g. Prepare and coordinate the Trustfiling of Rule 24f-2 notices, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing including coordination of payment; h. Provide on a periodic basis information to the management functions herein set forth; (b) arranging, if desired by Investment Funds' Chief Compliance Officer regarding State Street's compliance with its Compliance Program; i. Provide sub-certificates in connection with the Trust, for your directors, officers or employees to serve as Trustees, officers or agents certification requirements of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed Sarbanes-Oxley Act of 2002 wixx xxxxxxx xx the services provided by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of State Street; j. Maintain certain books and records of the TrustTrust as required under Rule 31a-1(b) of the 1940 Act, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting as may be mutually agreed upon; k. Consult with the Trust's Chief compliance Officer with compliance matters related to federal securities officers, independent accountants, legal counsel, custodian, fund accountant, distributor, and transfer agent in establishing the accounting policies of the Trust; l. Compute tax lawsbasis provisions for both excise and income tax purposes; m. Prepare each Investment Fund's federal, state, and local income tax returns and extension requests for review and for filing by the Trust's independent accountants and filing by the Trust's treasurer, including Form 1120-RIC, Form 8613 and Form 1099-MISC; n. Coordinate Forms 1042/1042S with the Trust's transfer agent; o. Review and sign off on periodic income distribution calculations and annual minimum distribution calculations (income and capital gain) prior to their declaration; p. Provide periodic certifications and reasonable documentation to the Chief Compliance Officer of the Trust in connection with Rule 38a-1 of the 1940 Act; q. Prepare for review by an officer of the Trust annual fund expense budgets, as necessary, perform accrual analyses and rollforward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust's expenses, review calculations of fees paid to the Trust's investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments; r. Prepare information for Section 852 mailings; and s. Provide on a periodic basis information to the Investment Funds' Chief Compliance Officer regarding State Street's compliance with its Compliance Program. The Administrator shall perform such other services for the Investment Company Act of 1940, as amended (collectively with Trust that are mutually agreed to by the rules and regulations promulgated there under as amended parties from time to time, for which the "Act") Trust will pay such fees as may be mutually agreed upon, including the Administrator's reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and Subchapter M conditions of this Agreement. The Administrator shall provide the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals office facilities and the arrangement of personnel determined by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: : (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; ; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; ; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 AN-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to advisor and shareholder inquiries that a the Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under thereunder as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 AN-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a the Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under thereunder as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board of Trustees of the Trust (and the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of between the Trust if duly elected or appointed to such positions and subject to their individual consent the Administrator: a. Oversee the determination and to any limitations imposed by law; (c) supervising the overall operations publication of the Trust, including 's net asset value in accordance with the provision of services Trust's policy as adopted from time to time by the Trust Board; b. Oversee the maintenance by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating custodian of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of certain books and records of the Trust, (viiTrust as required under Rule 31a-1(b) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting of the 1940 Act; c. Prepare the Trust's Chief compliance Officer with compliance matters related federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; d. Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust's expenses; e. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to federal securities be sent to Trust shareholders, and tax laws, including compliance arrange for the printing and dissemination of such reports and communications to shareholders; f. Prepare for review by an officer of and legal counsel for the Trust the Trust's periodic financial reports required to be filed with the Investment Company Act Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon; g. Prepare reports relating to the business and affairs of 1940the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants; h. Make such reports and recommendations to the Board concerning the performance of the independent accountants as amended the Board may reasonably request; i. Make such reports and recommendations to the Board concerning the performance and fees of the Trust's custodian and transfer and dividend disbursing agent (collectively "Transfer Agent") as the Board may reasonably request or deems appropriate; j. Oversee and review calculations of fees paid to the Trust's investment adviser, custodian and Transfer Agent; k. Consult with the rules Trust's officers, independent accountants, legal counsel, custodian and regulations promulgated there under as amended from time to time, Transfer Agent in establishing the "Act") and Subchapter M accounting policies of the Trust; l. Respond to, or refer to the Trust's officers or Transfer Agent, shareholder inquiries relating to the Trust; m. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of 1986the 1940 Act and Trust prospectus limitations as may be mutually agreed upon; n. Review and provide assistance on shareholder communications; o. Maintain general corporate calendar; p. Maintain copies of the Trust's charter and by-laws; q. Prepare and file annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (which shall also be subject to review by the Trust's legal counsel); r. Organize, attend and prepare minutes of shareholder and audit committee meetings; s. Provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in the Trust's investment policies, operations or structure; act as amendedliaison to legal counsel to the Trust and, (viii) supervising where applicable, to legal counsel to the dissemination Trust's independent Board members; t. Maintain continuing awareness of yield significant emerging regulatory and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for legislative developments which may affect the Trust, update the establishment Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; u. Develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents; v. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with the Trust's legal counsel in response to any non-routine regulatory matters; Subject to review and comment by the Trust's legal counsel: w. Prepare and file with the SEC amendments to the Trust's registration statement, including updating prospectus(es) and Statement(es) of Additional Information, where applicable; x. Prepare and file with the SEC proxy statements; provide consultation on proxy solicitation matters; y. Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and follow-up on matters raised at Board and Audit Committee meetings; z. Prepare and file with the SEC Rule 24f-2 notices; and aa. Perform Blue Sky services pursuant to the specific instructions of the rate of expense accruals Trust and as detailed in Schedule B to this Agreement. The Administrator shall provide the office facilities and the arrangement of personnel required by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board of Trustees of the Trust (and the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator: a. Oversee the determination and publication of the Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board; b. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act; c. Prepare the Trust's federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; d. Prepare annual computation of tax basis distribution requirements for both excise and regular tax purposes; e. Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust's expenses; f. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, and other communications required or otherwise to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; g. Prepare all year-to-date proofs, audit workpapers and audit confirmations as may be reasonably requested by the Trust's independent accountants; h Prepare for review by an officer of, which shall include without limitation: (a) providing office space, equipment legal counsel and clerical personnel necessary independent accountants for performing the management functions herein set forth; (b) arranging, if desired by Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, for your directors, officers forms or employees filings as may be mutually agreed upon; i. Prepare reports relating to serve as Trustees, officers or agents the business and affairs of the Trust if duly elected or appointed to such positions as may be mutually agreed upon and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust not otherwise prepared by the Trust's fund accounting agent, transfer agentinvestment adviser, custodian, auditors, legal counsel or independent accountants; j. Make such reports and other recommendations to the Board concerning the performance of the independent contractors or agents (accountants as the "Service Providers"), which services include without limitation: (i) supervising Board may reasonably request; k. Make such reports and recommendations to the updating of trust organizational documents, (ii) negotiating contracts Board concerning the performance and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providerscustodian and transfer and dividend disbursing agent ("Transfer Agent") as the Board may reasonably request or deems appropriate; l. Oversee and review calculations of fees paid to the Trust's investment adviser, custodian and Transfer Agent; m. Consult with the Trust's officers, independent accountants, legal counsel, custodian and Transfer Agent in establishing the accounting policies of the Trust; n. Respond to, or refer to the Trust's officers or Transfer Agent, shareholder inquiries relating to the Trust; o. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and Trust prospectus limitations as may be mutually agreed upon; p. Maintain general corporate calendar; q. Maintain copies of the Trust's Declaration of Trust and By-laws; r. File annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (iii) supervising which shall also be subject to review by the preparation Trust's legal counsel); s. Organize, attend and prepare minutes of shareholder meetings; t. Provide consultation on regulatory matters relating to portfolio management, Trust operations and filing any potential changes in the Trust's investment policies, operations or structure; act as liaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent Board members; u. Maintain continuing awareness of documents required for significant emerging regulatory and legislative developments which may affect the Trust, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; v. Develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents; w. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with applicable laws the Trust's legal counsel in response to any non-routine regulatory matters; Subject to review and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports comment by the Trust's legal counsel: x. Prepare for filing with the SEC amendments to the Trust's shareholdersregistration statement, (iv) reviewing tax returnsincluding updating the Prospectus and Statement of Additional Information, (v) supervising where applicable; y. Prepare for filing with the preparation of agendas SEC proxy statements; provide consultation on proxy solicitation matters; z. Prepare agenda and supporting documents background materials for Board meetings, make presentations where appropriate, prepare minutes and minutes of meetings of Trustees, committees of Trustees, follow-up on matters raised at Board meetings; aa. Prepare and supervising file with the preparation of SEC Rule 24f-2 notices, proxy statements and minutes of meetings of shareholders ; and bb. Perform Blue Sky services pursuant to the specific instructions of the Trust or of one or more of and as detailed in Schedule B to this Agreement. The Administrator shall provide the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals office facilities and the arrangement of personnel required by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including the provision of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 AN-1A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under thereunder as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals and the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board Trust and the review and comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator: a. Oversee the determination and publication of Trustees the Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board; b. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act; c. Prepare the Trust's federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; d. Review the calculation and accrual, submit for approval by officers of the Trust, and arrange for payment of the Trust's expenses; e. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to insurance company separate accounts and other qualified plans owning shares of the Trust (the "BoardSeparate Accounts")) and, you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by at the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations direction of the Trust, including to underlying variable annuity contract owners or participants ("Contract Owners") of the provision Separate Accounts, and arrange for the printing and dissemination of services such reports and communications to Separate Accounts and, at the direction of the Trust, to Contract Owners; f. Prepare for review by an officer of and legal counsel for the Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon; g. Prepare reports relating to the business and affairs of the Trust as may be mutually agreed upon including reports concerning the number of shares outstanding, brokerage allocation and the information required to be presented to the Trust's Board under Rule 17e-1 of the 1940 Act and not otherwise prepared by the Trust's fund accounting agent, transfer agentinvestment adviser, custodian, auditors, legal counsel or independent accountants; h. Make such reports and other recommendations to the Board concerning the performance of the independent contractors or agents (accountants as the "Service Providers"), which services include without limitation: (i) supervising Board may reasonably request; i. Make such reports and recommendations to the updating of trust organizational documents, (ii) negotiating contracts Board concerning the performance and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, custodian and transfer and dividend disbursing agent (iii"Transfer Agent") supervising as the preparation Board may reasonably request or deems appropriate; j. Oversee and review calculations of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports fees paid to the Trust's shareholdersinvestment adviser, (iv) reviewing tax returnscustodian and Transfer Agent; k. Consult with the Trust's officers, (v) supervising independent accountants, legal counsel, custodian and Transfer Agent in establishing the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records accounting policies of the Trust; l. Respond to, (vii) telephone coverage or refer to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax lawsofficers or Transfer Agent, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M inquiries of the Separate Accounts or Contract Owners relating to the Trust; m. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements under Section 817(h) of 1986Subchapter L and Subchapter M, the requirements of the 1940 Act and regulations thereunder and Trust prospectus limitations as amended, may be mutually agreed upon in writing; n. Review and provide assistance on communications with Separate Accounts and Contract Owners; o. Maintain copies of the Trust's charter and by-laws; p. File annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (viii) supervising which shall also be subject to review by the dissemination Trust's legal counsel); q. Cooperate and assist the Trust with respect to routine regulatory examinations and provide copies of yield and other performance information reports maintained by the Administrator in response to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget such examinations. -------------------------------------------------------------------------------- STATE STREET BANK AND TRUST COMPANY -------------------------------------------------------------------------------- FUND ADMINISTRATION COMPLEX FEE SCHEDULE FOR SUN CAPITAL ADVISERS TRUST ================================================================================ I. FEES FOR FUND ADMINISTRATION SERVICES: The following fee schedule is for the Sun Capital Advisers Trust, the establishment . Annual Fee Average Assets Expressed in Basis Points: 1/100 of 1% -------------- -------------------------------------- First $75 Million/Fund 8.00 Second $75 Million/Fund 6.00 Third $75 Million/Fund 4.00 Thereafter 2.00 Minimum/Fund $57,500 The minimum fee per fund will be applied at the rate of expense accruals and 1/12th in month one ($399/fund), 2/12ths in month two increasing incrementally per month until the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundsfull minimum is in effect in mouth twelve.

Administration Services. Subject The Administrator shall provide the following services, subject to the control, supervision, authorization and direction and control of the Board of Trustees of the Trust (and, in each case where appropriate, the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator: a. Prepare for review and approval by officers of the Trust the Investment Funds' financial information contained within the Trust's semi-annual and annual shareholder reports, Form N-Q reports and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable; b. Coordinate the audit of the Trust's financial statements by the Trust's independent accountants, including the preparation of supporting audit workpapers and other schedules, and make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request; c. Prepare for review by an officer of the Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A, Form N-CSR and such other reports, forms or filings as may be mutually agreed upon; d. Provide periodic testing of portfolios with respect to compliance with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and the Investment Funds' prospectus limitations as may be mutually agreed upon, including quarterly compliance reporting to the Trust's officers as well as preparation of Board compliance materials; e. Prepare and furnish total return performance information, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by fund management; f. Prepare and disseminate vendor survey information; g. Prepare and coordinate the Trustfiling of Rule 24f-2 notices, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing including coordination of payment; h. Provide on a periodic basis information to the management functions herein set forth; (b) arranging, if desired by Investment Funds' Chief Compliance Officer regarding Rydex's compliance with its Compliance Program; i. Provide sub-certificates in connection with the Trust, for your directors, officers or employees to serve as Trustees, officers or agents certification requirements of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations Xxxxxxxx-Xxxxx Act of the Trust, including the provision of services 2002 with respect to the Trust services provided by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of Rydex; j. Maintain certain books and records of the TrustTrust as required under Rule 31a-1(b) of the 1940 Act, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting as may be mutually agreed upon; k. Consult with the Trust's Chief compliance Officer with compliance matters related to federal securities officers, independent accountants, legal counsel, custodian, fund accountant, distributor, and transfer agent in establishing the accounting policies of the Trust; l. Compute tax lawsbasis provisions for both excise and income tax purposes; m. Prepare each Investment Fund's federal, state, and local income tax returns and extension requests for review and for filing by the Trust's independent accountants and filing by the Trust's treasurer, including Form 1120-RIC, Form 8613 and Form 1099-MISC; n. Coordinate Forms 1042/1042S with the Trust's transfer agent; o. Review and sign off on periodic income distribution calculations and annual minimum distribution calculations (income and capital gain) prior to their declaration; p. Provide periodic certifications and reasonable documentation to the Chief Compliance Officer of the Trust in connection with Rule 38a-1 of the 1940 Act; q. Prepare for review by an officer of the Trust annual fund expense budgets, as necessary, perform accrual analyses and rollforward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust's expenses, review calculations of fees paid to the Trust's investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments; r. Prepare information for Section 852 mailings; and s. Provide on a periodic basis information to the Investment Funds' Chief Compliance Officer regarding Rydex's compliance with its Compliance Program. The Administrator shall perform such other services for the Investment Company Act of 1940, as amended (collectively with Trust that are mutually agreed to by the rules and regulations promulgated there under as amended parties from time to time, for which the "Act") Trust will pay such fees as may be mutually agreed upon, including the Administrator's reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and Subchapter M conditions of this Agreement. The Administrator shall provide the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment of the rate of expense accruals office facilities and the arrangement of personnel determined by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board Trust and the review and comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator: a. Oversee the determination and publication of Trustees the Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board; b. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act; c. Prepare the Trust's federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; d. Review the calculation and accrual, submit for approval by officers of the Trust, and arrange for payment of the Trust's expenses; e. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to insurance company separate accounts and other qualified plans owning shares of the Trust (the "BoardSeparate Accounts")) and, you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by at the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations direction of the Trust, including to underlying variable annuity contract owners or participants ("Contract Owners") of the provision Separate Accounts, and arrange for the printing and dissemination of services such reports and communications to Separate Accounts and, at the direction of the Trust, to Contract Owners; f. Prepare for review by an officer of and legal counsel for the Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon; g. Prepare reports relating to the business and affairs of the Trust as may be mutually agreed upon including reports concerning the number of shares outstanding, brokerage allocation and the information required to be presented to the Trust's Board under Rule 17e-1 of the 1940 Act and not otherwise prepared by the Trust's fund accounting agent, transfer agentinvestment adviser, custodian, auditors, legal counsel or independent accountants; h. Make such reports and other recommendations to the Board concerning the performance of the independent contractors or agents (accountants as the "Service Providers"), which services include without limitation: (i) supervising Board may reasonably request; i. Make such reports and recommendations to the updating of trust organizational documents, (ii) negotiating contracts Board concerning the performance and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, custodian and transfer and dividend disbursing agent (iii"Transfer Agent") supervising as the preparation Board may reasonably request or deems appropriate; j. Oversee and review calculations of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports fees paid to the Trust's shareholdersinvestment adviser, (iv) reviewing tax returnscustodian and Transfer Agent; k. Consult with the Trust's officers, (v) supervising independent accountants, legal counsel, custodian and Transfer Agent in establishing the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of books and records accounting policies of the Trust; l. Respond to, (vii) telephone coverage or refer to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax lawsofficers or Transfer Agent, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M inquiries of the Separate Accounts or Contract Owners relating to the Trust; m. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements under Section 817(h) of 1986Subchapter L and Subchapter M, the requirements of the 1940 Act and regulations thereunder and Trust prospectus limitations as amended, (viii) supervising the dissemination may be mutually agreed upon in writing; n. Review and provide assistance on communications with Separate Accounts and Contract Owners; o. Maintain copies of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, 's charter and by-laws; p. File annual and semi-annual shareholder reports with the establishment appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (which shall also be subject to review by the rate Trust's legal counsel); q. Cooperate and assist the Trust with respect to routine regulatory examinations and provide copies of expense accruals and reports maintained by the arrangement of the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services Administrator in response to the Fundssuch examinations.

Administration Services. Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing Maintaining office space, equipment facilities (which may be in the offices of Investor Services Group or a corporate affiliate) and clerical personnel necessary furnishing corporate officers for performing the management functions herein set forth; Trust; (b) arrangingFurnishing data processing services, if desired by the Trustclerical services, for your directors, officers or employees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent executive and to any limitations imposed by law; administrative services and standard stationery and office supplies; (c) supervising the overall operations of the Trust, including the provision of services to the Trust Performing all functions ordinarily performed by the Trust's fund accounting agent, transfer agent, custodian, auditorsoffice of a corporate treasurer, and other independent contractors furnishing the services and facilities ordinarily incident thereto, including: - Expense Accrual Monitoring - Determination of Dividends - Tax and Financial Counsel - Creation of expense pro formas for new Portfolios/classes - Reporting to investment company reporting agencies (i.e., Lipper) - Compliance Testing including Section 817(h) (daily, weekly or agents monthly) (the "Service Providers"), which services include without limitation: (id) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual Preparing reports to the Trust's shareholdersShareholders and the SEC including, but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form N-SAR; (ive) reviewing Preparing and filing the Trust's tax returnsreturns and providing shareholder tax information to the Trust's transfer agent; (f) Assisting the Adviser, at the Adviser's request, in monitoring and developing compliance procedures for the Trust which will include, among other matters, procedures to assist the Adviser in monitoring compliance with each Portfolio's investment objective, policies, restrictions, tax matters and applicable laws and regulations; (vg) supervising Performing "Blue Sky" compliance functions, as follows: Effecting and maintaining, as the preparation case may be, the registration or notification of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders Shares of the Trust or of one or more for sale under the securities laws of the Funds, (vi) jurisdictions listed in the maintenance of books and records Written Instructions of the Trust, which instructions will include the amount of Shares to be registered as well as the warning threshold to be maintained. Any Written Instructions not received at least 45 days prior to the date the Trust intends to offer or sell its Shares cannot be guaranteed a timely notification to the states. - Filing with each appropriate jurisdiction the appropriate materials relating to the Trust. - Providing to the Trust quarterly reports of sales activity in each jurisdiction in accordance with the Written Instructions of the Trust. Sales will be reported by shareholder residence. NSCC trades and order clearance will be reported by the state provided by the dealer at the point of sale. Trades by omnibus accounts will be reported by trustee state of residence in accordance with the Written Instructions of the Trust outlining the entities which are permitted to maintain omnibus positions with the Trust. - In the event sales of Shares in a particular jurisdiction reach or exceed the warning levels provided in the Written Instructions of the Trust, Investor Services Group will promptly notify the Trust with a recommendation of the amount of Shares to be registered in such jurisdiction and the fee for such registration. Investor Services Group will not register -23- 24 additional Shares in such jurisdiction unless and until Investor Services Group shall have received Written Instructions from the Trust to do so. If Investor Services Group is instructed by the Trust not to register Shares in a particular jurisdiction, Investor Services Group will use its best efforts to cause any sales in such jurisdictions to be blocked. (viih) telephone coverage Performing corporate secretarial services including the following: - Assist in maintaining corporate records and good standing status of Trust in its state of organization - Develop and maintain calendar of annual and quarterly board approvals and regulatory filings - Prepare notice, agenda, memoranda, resolutions and background materials for legal approvals at quarterly board meetings and committee meetings; attend meetings; make presentations where appropriate; prepare minutes; follow up on issues - Provide support for one special in person board meeting per year and written consent votes where needed (i) Performing the following legal and other services: - Prepare and file annual Post-Effective Amendment - Prepare and file Rule 24f-2 Notice - Review and file Form N-SAR - Review, Edgarize and file Annual and Semi-Annual Financial Reports - Communicate significant regulatory or legislative developments to respond Trust management and directors and provide related planning assistance where needed - Consult with Trust management regarding portfolio compliance and Trust corporate and regulatory issues as needed - Maintain effective communication with outside counsel and review legal bills of outside counsel - Coordinate the printing and mailing process with outside printers for all shareholder publications - Assist in monitoring Trust Code of Ethics reporting and provide such reports to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the person designated under the Trust's Chief compliance Officer with compliance matters related to federal securities and tax lawsCode (j) Performing, including compliance in accordance with the Investment Company Act Written Instructions of 1940, as amended (collectively with the rules and regulations promulgated there under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, as amended, (viii) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for the Trust, the establishment following Special Legal Services in accordance with the additional pricing structure listed on the Fee Schedule attached to this Agreement as Schedule C: - Assist in managing SEC audit of the rate Trust at the Adviser's principal place of expense accruals business - Review sales material and the arrangement of the payment of all fixed advertising for Trust Prospectus and management expenses, and legal compliance - Assist in new Portfolio start-up (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Funds.extent requested) Coordinate time and responsibility schedules Prepare Trust corporate documents Draft/file registration statement (including investment objectives/policies and prospectuses) Respond to and negotiate SEC comments Draft notice, agenda and resolutions for organizational meeting; attend board meeting; make presentations where appropriate; prepare minutes and follow up on issues - Assist in developing compliance guidelines and procedures to improve overall compliance by Trust and service providers - Prepare notice, agenda, memoranda and background materials for special board meetings, make presentations where appropriate, prepare minutes and follow up on issues - Prepare proxy material for special meetings (including fund merger documents) - Prepare Post-Effective Amendments for special purposes (e.g., new funds or classes, changes in advisory relationships, mergers, restructurings) - Prepare special Prospectus supplements where needed - Assist in extraordinary non-recurring projects, including providing consultative legal services, e.g., Arrange CDSC financial programs Profile prospectuses Exemptive order applications

Administration Services. Subject The Administrator shall provide the following services, in each case, subject to the control, supervision and direction and control of the Board of Trustees of the Trust (and the "Board"), you will perform such sponsorship, administrative review and supervisory services as comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by the Trust, for your directors, officers or employees to serve as Trustees, officers or agents of between the Trust if duly elected or appointed to such positions and subject to their individual consent the Administrator: a. Oversee the determination and to any limitations imposed by law; (c) supervising the overall operations publication of the Trust, including 's net asset value in accordance with the provision of services Trust's policy as adopted from time to time by the Trust Board; b. Oversee the maintenance by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating custodian of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx of the Trust's Service Providers, (iii) supervising the preparation of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders of the Trust or of one or more of the Funds, (vi) the maintenance of certain books and records of the Trust, (viiTrust as required under Rule 31a-1(b) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent of the 1940 Act [why is unable to satisfy, (viii) providing reports and assisting the administrator overseeing this? Shouldn't this just be in the Custody Contract?]; c. Prepare the Trust's Chief compliance Officer with compliance matters related federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer; d. Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust's expenses; e. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to federal securities be sent to Trust interest holders, and tax laws, including compliance arrange for the printing and dissemination of such reports and communications to record and beneficial shareholders through The Depository Trust Company; f. Prepare for review by an officer of the Trust the Trust's periodic financial reports required to be filed with the Investment Company Act Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon; g. Prepare reports relating to the business and affairs of 1940the Trust as may be mutually agreed upon and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants; h. Prepare recommendations as amended to each Fund's income and capital gains available for distribution; calculate such distributions for each Fund in accordance with applicable regulations and the distribution policies set forth in the Trust's registration statement, and assist Trust management in making final determination of distribution amounts; i. Make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request; j. Make such reports and recommendations to the Board concerning the performance and fees of the Trust's custodian and transfer and dividend disbursing agent (collectively "Transfer Agent") as the Board may reasonably request or deems appropriate; k. Oversee and review calculations of fees paid to the Trust's investment adviser, custodian and Transfer Agent; l. Consult with the rules Trust's officers, independent accountants, legal counsel, custodian and regulations promulgated there under as amended from time to time, Transfer Agent in establishing the "Act") and Subchapter M accounting policies of the Trust; m. Respond to, or refer to the Trust's officers or the Distributor or the Transfer Agent, shareholder inquiries relating to the Trust; n. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of 1986the 1940 Act and Trust prospectus limitations as may be mutually agreed upon; o. Review and provide assistance on shareholder communications; p. Maintain general corporate calendar; q. Maintain copies of the Trust's Declaration of Trust and by-laws; r. File annual and semi-annual interest holder reports with the appropriate regulatory agencies; review text of "President's letters" to interest holders and "Management's Discussion of Trust Performance" (which shall also be subject to review by the Trust's legal counsel); s. Organize, attend and prepare minutes of shareholder meetings; t. Provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in the Trust's investment policies, operations or structure; act as amendedliaison to legal counsel to the Trust and, (viii) supervising where applicable, to legal counsel to the dissemination Trust's independent Board members; u. Maintain continuing awareness of yield significant emerging regulatory and other performance information to newspapers and tracking services, (ix) the preparation of annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget for legislative developments which may affect the Trust, update the establishment Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; v. Develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents; w. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with the Trust's legal counsel in response to any non-routine regulatory matters; Subject to review and comment by the Trust's legal counsel: x. Prepare and file with the SEC amendments to the Trust's registration statement, including updating the Prospectus and Statement of Additional Information, where applicable; y. Prepare and file with the SEC proxy statements; provide consultation on proxy solicitation matters; z. Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and address follow-up on matters raised at Board meetings; aa. Prepare and file with the SEC Rule 24f-2 notices; and bb. Perform Blue Sky services pursuant to the specific instructions of the rate of expense accruals Trust and as detailed in Schedule B to this Agreement. The Administrator shall provide the office facilities and the arrangement of personnel required by it to perform the payment of all fixed and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the Fundscontemplated herein.

Administration Services. Subject to Ultimus shall provide the direction Trust with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and control facilities for handling the affairs of the Board Trust; and shall provide such other services as the Trust may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of Trustees the foregoing, Ultimus shall: (a) calculate Trust expenses and administer all disbursements for the Trust, and as appropriate, compute the Trust's yields, total return, expense ratios and portfolio turnover rate and any other metrics that may be required in the future due to regulatory changes; (b) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Trust (the "Board"), you will perform such sponsorship, administrative and supervisory services as may from time be required in order to time comply with federal and state securities law) as may be reasonably requested necessary or desirable to make notice filings relating to the Trust's shares with state securities authorities, monitor the sale of Trust shares for compliance with state securities laws, and file with the appropriate state securities authorities the compliance filings as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (c) develop and prepare, with the assistance of the Trust's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (d) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor and custodian; (e) calculate performance data of the Trust for dissemination to information services covering the investment company industry if so instructed by the Trust, which shall include without limitation: ’s investment adviser; (af) providing office space, equipment and clerical personnel necessary for performing the management functions herein set forth; (b) arranging, if desired by assist the Trust’s independent public accountants with the preparation and filing of all of the Trust's tax returns, for your directorsand prepare and mail annual Forms 1099, officers or employees Forms W-2P and Forms 5498 to shareholders, with a copy to the Internal Revenue Service; (g) assist with the layout and printing of prospectuses and supplements thereto, and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to shareholders; (h) provide individuals reasonably acceptable to the Trust's Trustees to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall operations of the Trust, including who will be responsible for the provision management of services to the Trust by the Trust's fund accounting agent, transfer agent, custodian, auditors, and other independent contractors or agents (the "Service Providers"), which services include without limitation: (i) supervising the updating of trust organizational documents, (ii) negotiating contracts and fees and the monitoring and coordinating of performance and xxxxxxxx certain of the Trust's Service Providersaffairs as determined by the Trustees; (i) advise the Trust and its Trustees on matters concerning the Trust and its affairs, including making recommendations regarding dividends and distributions; (iiij) supervising coordinate the preparation acquisition of and filing of documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements maintain on Form N­1 A, prospectuses and statements of additional information, semiannual and annual reports to the Trust's shareholders, (iv) reviewing tax returns, (v) supervising the preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees, and supervising the preparation of notices, proxy statements and minutes of meetings of shareholders behalf of the Trust or of one or more fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of the Funds, 1940 Act and as such bonds and policies are approved by the Trustees; (vik) monitor and advise the maintenance of books Trust and records of the Trust, (vii) telephone coverage to respond to shareholder inquiries that a Fund's transfer agent is unable to satisfy, (viii) providing reports and assisting the Trust's Chief compliance Officer with compliance matters related to federal securities and tax laws, including compliance with the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated there Funds on their registered investment company status under as amended from time to time, the "Act") and Subchapter M of the Internal Revenue Code of 1986, ; (l) assist the Trust’s investment adviser and Chief Compliance Officer in monitoring and advise the Trust and the Funds on compliance with applicable limitations as amended, imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Trust's or any Fund’s then current Prospectus or Statement of Additional Information; (viiim) supervising the dissemination of yield and other performance information to newspapers and tracking services, (ix) the assist Trust counsel with preparation of various reports and materials for quarterly and special Board of Trustees meetings; attend and participate in Board of Trustees meetings; (n) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Trust's independent public accountants in connection with any audit or report requested by the Trust; (o) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to, the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Trust; (p) perform all reasonable and customary administrative services and functions of the Trust to the extent such administrative services and functions are not provided to the Trust by other agents of the Trust; (q) prepare and file with the SEC the semi-annual renewals for fidelity bond and errors and omissions insurance coverage, (x) the development of a budget report for the TrustTrust on Form N-SAR, Form N-Q, Form N-CSR and all required notices pursuant to Rule 24f-2 under the establishment 1940 Act; and (r) furnish advice and recommendations with respect to other aspects of the rate of expense accruals business and the arrangement affairs of the payment of all fixed Trust as the Trust and management expenses, and (xi) supervising the determination of each Fund's net asset value and other fund accounting services to the FundsUltimus shall determine desirable.