Common use of COMPENSATION; EXPENSES Clause in Contracts

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorSubadviser, with respect to the FundAllocated Assets, a fee at an annual rate as specified listed in Appendix B hereto. Such fees shall be accrued by the Advisor daily as outlined in Appendix B and shall be payable monthly quarterly in arrears on the first business day within 30 days of each calendar month receipt of invoice for services performed hereunder during the prior calendar monthquarter. If fees begin to accrue in the middle of a month quarter or if this Agreement terminates before the end of any monthquarter, all fees for the period from that date to the end of that month quarter or from the beginning of that month quarter to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month quarter in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor Subadviser such compensation as shall be payable prior to the effective date of the termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to that portion of the Fund during any period Allocated Assets which are invested in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, companies for which the Subadviser serves as investment adviser or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor subadviser and of the Trust’s Board of Trusteesfor which Subadviser already receives an advisory fee.

COMPENSATION; EXPENSES. (a) In consideration of the foregoingDistributor's services in connection with the distribution of Shares of the Fund and each Class thereof, the Advisor Distributor shall pay receive: (i) any applicable sales charge assessed upon investors in connection with the Sub-advisorpurchase of Shares; (ii) from the Fund, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Fund, the distribution service fees with respect to the Shares of those Classes as designated in Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Fund, a fee the shareholder service fees with respect to the Shares of those Classes as specified designated in Appendix B heretoA (the "Service Fee"). Such fees The Distribution Fee and Service Fee shall be accrued daily by the Advisor daily each applicable Fund or Class thereof and shall be payable paid monthly in arrears on as promptly as possible after the first business last day of each calendar month for services performed hereunder during but in any event on or before the prior calendar fifth (5th) Fund business day after month. If fees begin to accrue -end, at the rate or in the middle of a month or if this Agreement terminates before amounts set forth in Appendix A and, as applicable, the end of any month, all fees for the period from that date Plan(s). The Fund grants and transfers to the end Distributor a general unperfected lien and security interest in any and all securities and other assets of that month the Fund now or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month hereafter maintained in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to an account at the Fund, 's custodian on behalf of the Advisor shall pay Fund to secure any Distribution Fees and Service Fees owed the Sub-advisor such compensation as shall be payable prior to Distributor by the effective date of terminationFund under this Agreement. (b) During The Fund shall cause its transfer agent (the term "Transfer Agent") to withhold, from redemption proceeds payable to holders of this AgreementShares of the Series and the Classes thereof, all CDSCs properly payable by the Sub-advisor will shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay all expenses incurred by it in connection with its activities under this Agreement other than such amounts over to the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons Distributor as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except promptly as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensespossible after each month end. (c) No fee Except as specified in Sections 8 and 10(a), the Distributor shall be payable hereunder with respect entitled to no compensation or reimbursement of expenses for the Fund during any period in which services provided by the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, Distributor pursuant to this Agreement. The Distributor may receive compensation from the instruction of Fund's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Fund shall be responsible and assumes the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Trust’s Board Registration Statement and Prospectuses (including but not limited to the expense of Trusteessetting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Fund shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Fund, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Fund; and (iv) payable to each State for continuing registration or qualification therein until the Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses relating to the Distributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the foregoingDistributor's services in connection with the distribution of Shares of each Fund and Class thereof, the Advisor Distributor shall pay receive: (i) any applicable sales charge assessed upon investors in connection with the Sub-advisorpurchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the distribution service fees with respect to the Fund, a fee Shares of those Classes as specified designated in Appendix B heretoA for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the shareholder service fees with respect to the Shares of those Classes as designated in Appendix A for which a Service Plan is effective (the "Shareholder Service Fee"). Such fees The Distribution Fee and Shareholder Service Fee shall be accrued daily by the Advisor daily each applicable Fund or Class thereof and shall be payable paid monthly in arrears on as promptly as possible after the first business last day of each calendar month for services performed hereunder during but in any event on or before the prior calendar fifth (5th) Fund business day after month. If fees begin to accrue -end, at the rate or in the middle amounts set forth in Appendix A and, as applicable, the Plan(s). The Trust grants and transfers to the Distributor a general lien and security interest in any and all securities and other assets of a month Fund now or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month hereafter maintained in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to an account at the Fund, 's custodian on behalf of the Advisor shall pay Fund to secure any Distribution Fees and Shareholder Service Fees owed the Sub-advisor such compensation as shall be payable prior to Distributor by the effective date of terminationTrust under this Agreement. (b) During The Trust shall cause its transfer agent (the term "Transfer Agent") to withhold, from redemption proceeds payable to holders of this AgreementShares of the Funds and the Classes thereof, all CDSCs properly payable by the Sub-advisor will shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay all expenses incurred by it in connection with its activities under this Agreement other than such amounts over to the cost Distributor as promptly as possible after the settlement date for each redemption of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesShares. (c) No fee Except as specified in Sections 8 and 10(a), the Distributor shall be payable hereunder entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. (d) The Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with respect the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the Fund during any period expense of setting in which type the Fund invests all Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (or substantially alle) The Trust shall bear the cost and expenses (i) of its investment assets the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not the Distributor) as an issuer or as a registered, open-end, management investment company, broker or separate series thereofdealer, in accordance with Section 12(d)(1)(E) under such States as shall be selected by the 1940 Act, Trust and the Distributor pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the instruction of Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. The Distributor shall pay all expenses relating to the Advisor and of the Trust’s Board of TrusteesDistributor's broker-dealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, ’s payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the that portion of Fund during any period assets which are invested in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, end management investment companycompanies for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses not specifically waived, assumed or separate series thereofagreed to be paid by the Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in accordance with Section 12(d)(1)(Etrade associations; (ix) under telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the 1940 ActTrust and maintaining its existence; (xiii) costs of preparing, pursuant filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the instruction net asset value of the Advisor Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, unless the Adviser agrees otherwise to pay for such expense.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoingDistributor's services in connection with the distribution of Shares of each Fund and each Class thereof, the Advisor Distributor shall pay receive: (i) any applicable sales charge assessed upon investors in connection with the Sub-advisorpurchase of Shares; (ii) from the Funds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Funds, the distribution service fees with respect to the Fund, a fee Shares of those Classes as specified designated in Appendix B heretoA for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"); and (iv) from the Funds, the shareholder service fees with respect to the Shares of those Classes as designated in each Fund's prospectus (the "Service Fee"). Such fees The Distribution Fee and Service Fee shall be accrued daily by the Advisor daily each applicable Fund or Class thereof and shall be payable paid monthly in arrears on as promptly as possible after the first business last day of each calendar month for services performed hereunder during but in any event on or before the prior calendar fifth (5th) Fund business day after month. If fees begin to accrue -end, at the rate or in the middle of a month or if this Agreement terminates before amounts set forth in each Fund's prospectus and, as applicable, the end of any month, all fees for the period from that date Plan(s). Each Fund grants and transfers to the end Distributor a general unperfected lien and security interest in any and all securities and other assets of that month each Fund now or from hereafter maintained in an account at each Fund's custodian on behalf of each Fund to secure any Distribution Fees and Service Fees owed the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of Distributor by each Fund under this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of terminationAgreement. (b) During Each Fund shall cause its transfer agent (the term "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Sub-advisor Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Funds' investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, each Fund will indemnify, defend and hold each Distributor Indemnitees free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) Each Fund shall be responsible and assume the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) Each Fund shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying a Fund, or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by a Fund; and (iv) payable to each State for continuing registration or qualification therein until a Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect relating to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, openDistributor's broker-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesdealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee as specified in Appendix B A hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears with payment to be made on or before the first business fifteenth day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Adviser shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. The Sub-Adviser acknowledges that the Adviser’s obligation to pay the fees to Sub-Adviser is dependent on the Adviser receiving the Adviser’s fee from the Trust for the month. (b) During the term of this Agreement, the Sub-advisor Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioeach Fund. The Sub-advisor Adviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor Adviser and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of for the foregoingservices provided to the Company by the Service Provider under this Agreement, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Company shall pay to the Sub-advisor such compensation as shall be payable prior to Service Provider the effective date of termination.applicable Fulfillment Fees and Early Purchase Program Fees set forth on Exhibit A. (b) During the term of this Agreement, the Sub-advisor will The Service Provider shall be required to pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities services it provides hereunder and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesentitled to reimbursement therefor except as otherwise provided in this Agreement. (c) No fee Notwithstanding any provision of this Agreement to the contrary, if it becomes reasonably necessary or advisable for the Service Provider to engage in additional services in connection with the occurrence of any breach by a Correspondent of any terms or conditions to which such Correspondent is subject under its agreement with the Company under the Correspondent Lending Program, or initiate and pursue any legal proceeding against a Correspondent or guarantor thereof, or appear on behalf of the Company in any bankruptcy, insolvency or other similar proceeding involving a Correspondent or any guarantor thereof or otherwise engage in post-breach or post-default resolution activities, then the Service Provider and the Company shall negotiate in good faith for additional compensation and reimbursement of expenses to be paid to the Service Provider for the performance of such additional services. (d) Notwithstanding anything to the contrary contained herein (other than subsection (c) above), upon the written request (a “Fee Negotiation Request”) of the Company or the Service Provider following a determination by the Company or the Service Provider that the rates of compensation payable to the Service Provider hereunder differ materially from market rates of compensation for services comparable to those provided hereunder, which request includes a proposal for revised rates of compensation hereunder, the parties hereto shall negotiate in good faith to amend the provisions of this Agreement relating to the compensation of the Service Provider in order to cause such compensation to be materially consistent with market rates of compensation for services comparable to those provided hereunder (a “Fee Amendment”); provided, however, that no such request shall be payable hereunder made until the second anniversary of the effective date of this Agreement, after which time each party may make such request (i) once with respect to fees to be paid during the Fund remainder of the Initial Term, which request shall be made prior to the expiration of the Initial Term, and (ii) once with respect to fees to be paid during any period in Automatic Renewal Term, which request shall be made at least 210 days prior to the Fund invests all start of such Automatic Renewal Term. If the parties are unable to reach agreement on the terms of a Fee Amendment within thirty (or substantially all30) days of its investment assets in a registeredthe date of delivery of the relevant Fee Negotiation Request, open-end, management investment company, or separate series thereof, then the terms of such Fee Amendment shall be determined by final and binding arbitration in accordance with Section 12(d)(1)(E3.06(e). (e) All disputes, differences and controversies of the Company or the Service Provider relating to a Fee Amendment (individually, a “Dispute” and, collectively, “Disputes”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the 1940 Actfollowing provisions: (i) Following the delivery of a written demand for arbitration by either the Company or the Service Provider, each party shall choose one (1) arbitrator within ten (10) Business Days after the date of such written demand and the two chosen arbitrators shall mutually, within ten (10) Business Days after selection select a third (3rd) arbitrator (each, an “Arbitrator” and together, the “Arbitrators”), each of whom shall be a retired judge selected from a roster of arbitrators provided by the AAA. If the third (3rd) Arbitrator is not selected within fifteen (15) Business Days after delivery of the written demand for arbitration (or such other time period as the Company and the Service Provider may agree), the Company and the Service Provider shall promptly request that the commercial panel of the AAA select an independent Arbitrator meeting such criteria. (ii) The rules of arbitration shall be the Commercial Rules of the American Arbitration Association; provided, however, that notwithstanding any provisions of the Commercial Arbitration Rules to the contrary, unless otherwise mutually agreed to by the Company and the Service Provider, the sole discovery available to each party shall be its right to conduct up to two (2) non-expert depositions of no more than three (3) hours of testimony each. (iii) The Arbitrators shall render a decision by majority decision within three (3) months after the date of appointment, unless the Company and the Service Provider agree to extend such time. The decision shall be final and binding upon the Company and the Service Provider; provided, however, that such decision shall not restrict either the Company or the Service Provider from terminating this Agreement pursuant to the instruction terms hereof. (iv) Each party shall pay its own expenses in connection with the resolution of Disputes, including attorneys’ fees, unless determined otherwise by the Advisor Arbitrator. (v) The Company and the Service Provider agree that the existence, conduct and content of any arbitration pursuant to this Section 3.06(e) shall be kept confidential and neither the TrustCompany nor the Service Provider shall disclose to any Person any information about such arbitration, except in connection with such arbitration or as may be required by law or by any regulatory authority (or any exchange on which such party’s Board of Trusteessecurities are listed) or for financial reporting purposes in such party’s financial statements.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorAdviser, with respect to the Fund, a fee as specified in Appendix B A hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears with payment to be made on or before the first business fifteenth day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. The Sub-Adviser acknowledges that the Adviser’s obligation to pay the fees to Sub-Adviser is dependent on the Adviser receiving the Adviser’s fee from the Trust for the month. (b) During the term of this Agreement, the Sub-advisor Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the PortfolioFund. The Sub-advisor Adviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor Adviser and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; (vi) Chief Compliance Officer and compliance related services for the Trust or Fund; and (vii) any extraordinary Trust expenses. (d) The Adviser shall jointly and separately be responsible for and assumes the obligation for payment of all of the Trust’s expenses, including: (i) the fees payable to each administrator under an agreement between the administrator and the Trust; (ii) expenses of issue, repurchase and redemption of Shares; (iii) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (iv) fees and expenses of third parties, including the Trust’s independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant (unless extraordinary); (v) fees of pricing, interest, dividend, credit and other reporting services; (vi) telecommunications expenses; (vii) funds transmission expenses; (viii) auditing and legal expenses (unless extraordinary); (ix) costs of forming the Trust and maintaining its existence; (x) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xi) expenses of meetings of shareholders and proxy solicitations; (xii) costs of reproduction, stationery, supplies and postage; (xiii) the costs of personnel (who may be employees of the Adviser, an administrator or its respective affiliated persons) performing services for the Trust; (xiv) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xv) all interested Trustee fees; (xvi) state, territory or foreign securities laws registration fees and related expenses; and (xvii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. 18.1 The Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and agreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (aas outlined in Exhibit B of the Master Custodian Agreement) In consideration out of the Administrator’s compensation under that certain agreement entitled _______________________, dated [Date], between the Administrator and the Trust. 18.2 Notwithstanding the foregoing, however, the Advisor Trust shall pay be responsible for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the Sub-advisoradministration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement; costs associated with the conversion of the Securities, the transfer of Securities, and records kept in connection with this Agreement; all expenses and taxes payable with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue Securities in the middle account of a month or if this Agreement terminates before the end Trust including, without limitation, commission charges on purchases and sales and the amount of any monthloss or liability for stockholders assessments or otherwise, all fees for claimed or asserted against the period from that date to Bank or against the end Bank’s nominee by reason of that month or from the beginning any registration hereunder; and expenses of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect third parties providing services to the Fund during any period (other than services of third parties as are already compensated as described in which this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or compensation from the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under Account if the 1940 Act, pursuant Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the instruction Trust; provided, however, that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the Advisor assets and property of the Trust’s Board of Trusteesparticular Fund involved.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears with payment to be made on or before the first business fifteenth day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Adviser shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. The Sub-Adviser acknowledges that the Adviser’s obligation to pay the fees to Sub-Adviser is dependent on the Adviser receiving the Adviser’s fee from the Trust for the month. (b) During the term of this Agreement, the Sub-advisor Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioeach Fund. The Sub-advisor Adviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor Adviser and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annualized rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act; and (c) The Trust shall be responsible for and assumes the obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; (vi) Chief Compliance Officer and compliance related services for the Trust or Fund; and (vii) any extraordinary Trust expenses including, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesbut not limited to, litigation expenses.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s's payment to the Adviser for such month and the Adviser hereby authorizes the Trust, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No fee shall be payable hereunder with respect to the that portion of Fund during any period assets that are invested in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, end management investment companycompanies for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trusts expenses not waived, assumed or separate series thereofagreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoingDistributor's services in connection with the distribution of Shares of the Trust and each Class thereof, the Advisor Distributor shall pay receive: (i) from the Sub-advisorTrust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares and (ii) from the Trust, the shareholder service fees with respect to the Fund, a fee Shares of those Classes as specified designated in Appendix B heretoA (the "Service Fee"). Such fees The Service Fee shall be accrued daily by the Advisor daily each applicable Trust or Class thereof and shall be payable paid monthly in arrears on as promptly as possible after the first business last day of each calendar month for services performed hereunder during but in any event on or before the prior calendar fifth (5th) Trust business day after month. If fees begin to accrue -end, at the rate or in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month amounts set forth in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination.Appendix A. (b) During The Trust shall cause its transfer agent (the term "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Series and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Sub-advisor Distributor shall be entitled to no compensation or reimbursement of expenses for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Trust's investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. Notwithstanding anything in this Agreement to the contrary, to the extent the Distributor receives compensation from the Advisor that is disclosed to the Board, the Trust will indemnify, defend and hold each Distributor Indemnitee free and harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith) related in any way to such payment. (d) The Trust shall be responsible and assumes the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, or its Series or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification. The Distributor shall pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect relating to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, openDistributor's broker-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesdealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser’s reimbursement of the Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, or separate series thereof, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, foregoing and with respect to the Fund, the Sub-Adviser shall be entitled to a fee as specified in Appendix B A hereto. Such fees shall be accrued by the Advisor Adviser or the Fund’s administrator daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Sub-Advisory Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Sub-Advisory Agreement with respect to the Fund, the Advisor Adviser or fund administrator shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Sub-Advisory Agreement, the Sub-advisor Adviser will pay all expenses incurred by it in connection with its activities under this Sub-Advisory Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the PortfolioFund. The Sub-advisor Adviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Sub-Advisory Agreement. Except as set forth in Appendix BA, the Sub-advisor Adviser shall not be responsible for the Trust’s, the Fund’s or the AdvisorAdviser’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of Forum's services in connection with the foregoingdistribution of Shares of each Fund and Class thereof, Forum shall receive: (i) any applicable sales charge assessed upon investors in connection with the purchase of Shares; (ii) from the Trust, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; (iii) from the Trust, the Advisor shall pay the Sub-advisor, distribution service fees set forth in Appendix A with respect to the Shares of those Classes for which a Plan is effective (the "Distribution Fee"); and (iv) from the Trust, the shareholder service fees set forth in Appendix A with respect to the Shares of those Classes for which a Service Plan is effective (the "Shareholder Service Fee"). The Distribution Fee and Shareholder Service Fee shall be accrued daily by each applicable Fund or Class thereof and shall be paid monthly as promptly as possible after the last day of each calendar month but in any event on or before the fifth (5th) Fund business day after month-end, at the rate or in the amounts set forth in Appendix A. (b) The Trust shall cause its transfer agent (the "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares of the Funds and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to Forum as promptly as possible after the settlement date for each redemption of Shares. (c) Except as specified in Sections 9 and 11(a), Forum shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by Forum pursuant to this Agreement. (d) As to Forum, the Trust shall be responsible and assumes the obligation for payment of all the expenses of the Funds, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) The Trust shall bear the cost and expenses: (i) of the registration of the Shares for sale under the Securities Act; (ii) of the registration or qualification of the Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying the Trust, the Funds or the Classes thereof (but not Forum) as an issuer or as a broker or dealer, in such States as shall be selected by the Trust and Forum pursuant to Section 6(c) hereof; and (iv) payable to each State for continuing registration or qualification therein until the Trust decides to discontinue registration or qualification pursuant to Section 6(c) hereof. Forum shall pay all expenses relating to Forum's broker-dealer qualification. (f) In consideration of the administrative services provided by Forum to the Adviser pursuant to this Agreement, the Adviser shall pay Forum the fees set forth in Appendix B hereto. (g) In connection with the administrative services provided by Forum to the Adviser pursuant to this Agreement, the Adviser, on behalf of each Fund, a fee as specified agrees to reimburse Forum for the expenses set forth in Appendix B hereto. Such fees shall be accrued by the Advisor daily and Reimbursements shall be payable monthly in arrears on as incurred. Should the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin Adviser exercise its right to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of terminate this Agreement, the SubAdviser, on behalf of the applicable Fund, shall reimburse Forum for all reasonably incurred out-advisor will pay all of-pocket expenses incurred by it in connection and employee time (at 150% of salary) associated with its activities under this Agreement other than the cost copying and movement of securities records and other investments (including brokerage commissions material to any successor person and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe providing assistance to be particularly fitted to assist it any successor person in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction establishment of the Advisor accounts and of records necessary to carry out the Trust’s Board of Trusteessuccessor's responsibilities.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trusts expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the each Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears with payment to be made on or before the first business fifteenth day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. The Sub-advisor acknowledges that the Advisor’s obligation to pay the fees to Sub-advisor is dependent on the Advisor receiving the Advisor’s fee from the Trust for the month. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the each Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Sub-advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. Each of the Advisor and Sub-advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees. (d) The Sub-Advisor shall be responsible for the cost of all insurance required by the Trust with respect to the Sub-advisor under this Agreement.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust's payment to the Adviser for such month. In addition, the Sub-advisor will Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by it the Fund in connection with its activities membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under this Agreement other than federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of securities preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other investments (including brokerage commissions and other transaction charges, if any) purchased for expenses incurred directly or indirectly in connection with the Portfolio. The Subsale or distribution of the Fund's shares excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties l under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall 1940 Act; and all other operating expenses not be responsible for the Trust’s, specifically assumed by the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with respect thereto. The Fund will also pay any expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by it, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser's compensation pursuant to this Agreement. (d) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisoradviser, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor adviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor adviser shall not be responsible for the Trust’s, the Fund’s or the AdvisorAdviser’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorSubadviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Adviser shall pay to the Sub-advisor Subadviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay The Subadviser may agree to waive all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution part of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesfees by separate agreement. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein, pursuant to the instruction Subadviser shall not be responsible for the Trust's or the Adviser's expenses, including, without limitation: the expenses of organizing the Advisor Trust or any Fund and continuing its existence; fees and expenses of Trustees and officers of the Trust’s Board ; fees for investment advisory services and administrative personnel and services; expenses incurred in the distribution of Trusteesits shares, including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933 and the 1940 Act, and any amendments thereto; expenses of registering and qualifying the Trust, the Fund and shares of the Fund under federal and state laws and regulation; expenses of preparing, printing and distributing prospectuses (and any amendments thereto) to shareholders; interest expense, taxes, fees and commissions of every kind; expenses of issue (including cost of share certificates), purchase, repurchase and redemption of shares including expenses attributable to a program of periodic issue; charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars; printing and mailing costs; auditing, accounting and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations in connection with such meetings; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Trust and the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred with prior notice by the Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser adequate records of all such expenses.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each of Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by applicable law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoingDistributor's services in connection with the distribution of Shares and each Class thereof, the Advisor Distributor shall pay be entitled to receive: (i) any applicable sales charge assessed upon investors in connection with the Sub-advisorpurchase of Shares; (ii) from the Funds, any applicable contingent deferred sales charge ("CDSC") assessed upon investors in connection with the redemption of Shares; and (iii) from the Funds, the distribution service fees with respect to the Fund, a fee Shares of those Classes as specified designated in Appendix B heretoA for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is effective (the "Distribution Fee"). Such fees The Distribution Fee shall be accrued daily by the Advisor daily each applicable Fund or Class thereof and shall be payable paid monthly in arrears on as promptly as possible after the first business last day of each calendar month for services performed hereunder during but in any event on or before the prior calendar fifth (5th) Fund business day after month. If fees begin to accrue -end, at the rate or in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of terminationamounts set forth in each Fund's prospectus and, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fundapplicable, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of terminationPlan(s). (b) During Each Fund shall cause its transfer agent (the term "Transfer Agent") to withhold, from redemption proceeds payable to holders of Shares and the Classes thereof, all CDSCs properly payable by the shareholders in accordance with the terms of the applicable Prospectus and shall cause the Transfer Agent to pay such amounts over to the Distributor as promptly as possible after each month end. (c) Except as specified in Sections 8 and 10(a) of this Agreement, the Sub-advisor will Distributor shall be entitled to receive no compensation or reimbursement of expenses from the Funds for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Funds' investment advisors, other service providers or their respective affiliates (collectively, the "Advisor") for its services hereunder or for additional services all as may be agreed to between the Advisor and the Distributor. (d) Each Fund shall be responsible and assume the obligation for payment of all its expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation and filing of the Registration Statement and Prospectuses (including but not limited to the expense of setting in type the Registration Statement and Prospectuses and printing sufficient quantities for internal compliance, regulatory purposes and for distribution to current shareholders). (e) Each Fund shall bear the cost and expenses: (i) of the registration of its Shares for sale under the Securities Act; (ii) of the registration or qualification of its Shares for sale under the securities laws of the various States; (iii) if necessary or advisable in connection therewith, of qualifying a Fund, or the Classes thereof (but not the Distributor) as an issuer or as a broker or dealer, in such States as shall be selected by a Fund; and (iv) payable to each State for continuing registration or qualification therein until a Fund decides to discontinue registration or qualification. The Distributor shall pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect relating to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, openDistributor's broker-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesdealer qualification.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not expressly waived, assumed or agreed to be paid by the Adviser in writing, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Corporation shall pay the Sub-advisorAdviser, with respect to the each of Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Corporation daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Corporation shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term The Adviser may reimburse expenses of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with each Fund or waive its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesfees expense ratio agreements. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Corporation shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (a) the fee payable under this Agreement; (b) the fees payable to each administrator under an agreement between the instruction administrator and the Corporation; (c) expenses of the Advisor issue, repurchase and redemption of the Trust’s Board of Trustees.Shares;

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorSubadviser, with respect to the Fund, a fee as specified in Appendix B A hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly quarterly in arrears on or before the first business fifteenth day of the month following each calendar month quarter for services performed hereunder during the prior calendar monthquarter. If fees begin to accrue in the middle of a month quarter or if this Agreement terminates before the end of any monthquarter, all fees for the period from that date to the end of that month quarter or from the beginning of that month quarter to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month quarter in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor Subadviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreementa Fund. Except as set forth in Appendix BA, the Sub-advisor Subadviser shall not be responsible for the Trust’s, 's or the Fund’s or the Advisor’s 's expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor Adviser and of the Trust’s 's Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser’s reimbursement of the Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trusts expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, or separate series thereof, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the that portion of Fund during any period assets which are invested in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, end management investment companycompanies for which the Adviser services as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses not specifically waived, assumed or separate series thereofagreed to be paid by the Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, unless the 1940 Act, pursuant Adviser agrees otherwise to the instruction of the Advisor and of the Trust’s Board of Trusteespay for such expense.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdvisor, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Advisor such compensation as shall be payable prior to the effective date of termination. (b) During The Advisor shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdvisor's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdvisor for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Advisor, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration The Company agrees to pay, from the assets of the foregoingAccount, the Advisor shall pay the Sub-advisor, with respect to the Fund, Investment Manager or its designee a management fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees (“Management Fee”) for the period from that date services provided pursuant to the end of that month or from the beginning of that month to the date of terminationthis Agreement, as the case may be, shall be prorated according to the proportion that the period bears to the full month calculated and paid in which the effectiveness or termination occurs. Upon the termination of this Agreement accordance with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of terminationSchedule 2 attached hereto. (b) During the term of this Agreement, the Sub-advisor [Reserved]. (c) The Investment Manager will pay be responsible for all fees and expenses incurred by it in connection with performing its activities obligations under this Agreement other than Agreement, including any fees and expenses incurred by any Sub-Manger engaged by the cost Investment Manager, which shall include internal costs of securities the Company related to the management of the Account as may be invoiced to the Investment Manager by the Company or its affiliates; provided, that the Company shall be responsible for Sub-Manager Fees payable in respect of delegations to Sub-Managers in respect of Grandfathered SMAs in accordance with Section 2(d). For the avoidance of doubt, Account Trading and other investments (including Investment Expenses of the Investment Manager and Sub-Managers shall be paid by the Company out of the assets of the Account. For purposes of this Agreement, “Account Trading and Investment Expenses” shall mean all out-of-pocket brokerage fees, brokerage commissions and all other brokerage transaction chargescosts, if anystock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable in respect of the Account, professional expenses (including fees in connection with the use of proxy voting services) purchased for and any other fees and expenses related to the Portfolio. The trading and investment activity of the Account as determined by the Investment Manager (or any Sub-advisor shallManager) in good faith. Notwithstanding the foregoing, at its sole expensewith respect to delegations to affiliated Sub-Managers prior to the First A&R Effective Date under arrangements previously approved or non-disapproved by the Iowa Insurance Division, employ or associate itself with the Company shall continue to pay any fees and other remuneration payable to such persons as it reasonably believe to be particularly fitted to assist it in Sub-Managers out of the execution of its duties assets managed by such Sub-Managers under the Agreement. Except as set forth in Appendix Bexpress terms of such arrangements through September 30, 2019, and from and after October 1, 2019, the Sub-advisor Company shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment companyfor, or separate series thereofbe required to pay, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant any fees or other remuneration payable to the instruction such Sub-Managers of the Advisor and of the Trust’s Board of TrusteesInvestment Manager.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the FundFunds, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Funds or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to this Section. (c) No fee shall be payable hereunder with respect to the that portion of Fund during any period assets which are invested in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, end management investment companycompanies for which the Adviser services as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses not specifically waived, assumed or separate series thereofagreed to be paid by the Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in accordance with Section 12(d)(1)(Etrade associations; (ix) under telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the 1940 ActTrust and maintaining its existence; (xiii) costs of preparing, pursuant filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the instruction net asset value of the Advisor Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, unless the Adviser agrees otherwise to pay for such expense.

COMPENSATION; EXPENSES. (a) In consideration Except as otherwise set forth in any Addendum entered into in respect of the foregoingany Account, the Advisor shall Investment Manager agrees to pay the Sub-advisorAdvisors a management fee (“Management Fee”) for the services provided pursuant to this Agreement, calculated and paid (A) with respect to the Fundeach Sub-Advisor, a fee other than with respect to third party CLO equity managed accounts, in accordance with Schedule 2-1 attached hereto (as specified in Appendix B hereto. Such fees shall be accrued amended from time to time), (B) with respect to assets purchased by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the ALL prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or Effective Date, in accordance with Schedule 2-2 attached hereto (as amended from the beginning of that month time to the date of terminationtime), (C) with respect to third party CLO equity managed accounts, in accordance with Schedule 2-3 hereto (as the case may beamended from time to time). The Management Fee described in Schedule 2-1 and Schedule 2-3, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to allocated among the Sub-advisor Advisors as such compensation as Sub-Advisors shall determine. Such Management Fee may be payable prior to amended by an Addendum signed by the effective date Investment Manager and the applicable Sub-Advisor without the consent of terminationthe New York State Department of Financial Services (the “Department”). (b) During the term of this Agreement, the Each Sub-advisor Advisor will pay be responsible for all expenses incurred by it in connection with performing its activities obligations under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction chargesexcept, if any) purchased for the Portfolio. The Sub-advisor shallavoidance of doubt, at its sole expenseAccount Trading and Investment Expenses, employ or associate itself with which shall be paid by each respective Company out of the assets of the Account of such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesCompany. (c) No fee For purposes of this Agreement, “Account Trading and Investment Expenses” shall be mean all brokerage fees, brokerage commissions and all other brokerage transaction costs, stock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable hereunder in respect of the Account, professional expenses (including fees in connection with respect the use of proxy voting services) and any other fees and expenses related to the Fund during any period in which the Fund invests all (or substantially all) of its trading and investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction activity of the Advisor Account as determined by the Sub-Advisors in good faith; provided that such fees and expenses are not duplicative of any services provided by the Trust’s Board of TrusteesInvestment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Investment Manager.

COMPENSATION; EXPENSES. The Escrow Agent shall be entitled to receive an administrative fee of $1,500.00 from the Pledgor upon execution of this Escrow and Security Agreement. If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrowed Funds and may sell, convey or otherwise dispose of any Escrowed Funds for such purpose. As security for the due and punctual performance of the obligations to the Escrow Agent under this Section 14, Section 12 hereof and all other obligations owing to the Escrow Agent hereunder, now or hereafter arising, the Pledgor hereby pledges, assigns and grants to the Escrow Agent a continuing security interest in, and a lien on, the Escrowed Funds and all distributions thereon or additions thereto. The security interest of the Escrow Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against all such parties and all third parties in accordance with the terms of this Escrow Agreement. The Pledgor will upon demand pay to the Escrow Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees, expenses and disbursements of its counsel, experts and agents retained by the Escrow Agent, that the Escrow Agent may incur in connection with (a) In consideration of the foregoingreview, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily negotiation and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination administration of this Agreement with respect to the FundEscrow and Security Agreement, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreementcustody or preservation of, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expensessale of, including collection from, or other realization upon, any extraordinary and non-recurring expenses. of the Collateral, (c) No fee shall be payable hereunder with respect to the Fund during exercise or enforcement of any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and rights of the Trust’s Board Escrow Agent, the Holders of Trusteesthe Notes and the Initial Purchasers hereunder or (d) the failure by the Pledgor to perform or observe any of the provisions hereof.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioa Fund. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the a Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration For all of the foregoingservices rendered with respect to the Fund as herein provided, the Advisor shall pay to the Sub-advisor, with respect to the Fund, a advisor an annual management fee as specified set forth in Appendix B hereto. B. Such fees fee shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth may be mutually agreed in Appendix Bwriting, the Sub-advisor shall not be responsible for the Trust’s, or the Fund’s or the Advisor’s ’ expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act; (c) The adviser shall receive a fee of 0.XX% for asset allocation services if a Fund invests some or all (or substantially all) of its investment assets in two or more registered, pursuant open-end management investment companies, or separate series thereof, in each case, in accordance with Section 12(d)(1)(g) under the Act, the rules thereunder or an exemptive order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a "Fund of Funds structure") (d) To the extent the Board determines that a Fund should invest a portion of its assets directly in portfolio securities, rather than in a portfolio of Core Trust (Delaware) or other portfolio, with respect to those assets the instruction Fund will pay the Adviser the same fee that the portfolio was paying its adviser (the fees of each portfolio will be disclosed in the Advisor proxy statement and prospectus). (e) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of reproduction, stationery, supplies and postage; (xvi) fees and expenses of the Trust’s 's Trustees and officers; (xvii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xviii) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xix) SEC registration fees and related expenses; (xx) state, territory or foreign securities laws registration fees and related expenses; and (xxi) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust on behalf of the Fund monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust and, pursuant where applicable, the Fund, shall be responsible for and assumes the obligation for payment of all of its expenses, including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs (including out of pocket expenses, but not salaries) of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Fund shall pay the Sub-advisorAdviser, with respect to the Fundeach Series, a fee at an annualized rate equal to a percentage of the aggregate average daily net assets of such Series as specified set forth in Appendix Schedule B heretoattached hereto and made a part hereof. Such fees shall be accrued by the Advisor Series daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that calendar month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to Agreement, the Fund, on behalf of the Advisor Series shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor Fund shall not be responsible for and assumes the Trust’sobligation for payment of all of its expenses, including: (i) the fee payable under this Agreement; (ii) the fees payable to the administrator under an agreement between the administrator and the Fund; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Fund, its Directors and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Fund’s or the Advisor’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, including any extraordinary legal and non-recurring compliance expenses. ; (cxii) No fee shall be payable hereunder with respect to costs of forming the Fund during any period in which and maintaining its existence; (xiii) costs of preparing, filing and printing the Fund’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Fund’s Directors and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Fund; (xix) costs of Board, Board committee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant any distribution or service plan or agreement related to the instruction of the Advisor and of the Trust’s Board of Trusteessimilar matters.

COMPENSATION; EXPENSES. (a) In consideration For all of the foregoingservices rendered with respect to the Fund as herein provided, the Advisor shall pay to the Co-Sub-advisor, with respect to the Fund, a advisor an annual management fee as specified set forth in Appendix B hereto. B. Such fees fee shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Co-Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Co-Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Co-Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth may be mutually agreed in Appendix Bwriting, the Co-Sub-advisor shall not be responsible for the Trust’s, or the Fund’s or the Advisor’s ’ expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor Agreement AAM will pay all expenses incurred Dealer a monthly distribution fee (the “Distribution Fee”) in respect of Shares owned by it Dealer’s Customers in connection with its activities under this Agreement other than an amount equal to one-twelfth (1/12) of the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as Distribution Fee Percentage set forth in Appendix B, on the Sub-advisor shall not be responsible for signature page hereto multiplied by the Trust’s, net asset value of each such Customer’s Shares as of the Fund’s or close of business on the Advisor’s expenses, including any extraordinary and non-recurring expenseslast calendar day of each calendar month. (b) [omitted] (c) No fee The Distribution Fees shall be prorated to account for any period during which a Customer owns Shares for less than a full calendar month. The Distribution Fees shall be payable hereunder only with respect to Shares purchased by Dealer’s Customers pursuant to and during the Fund during any period in which the Fund invests all (or substantially all) term of its investment assets in a registered, open-end, management investment company, or separate series thereof, this Agreement and in accordance with Section 12(d)(1)(E) under the 1940 Actterms and conditions set forth herein. The Distribution Fees shall be payable so long as Shares remain held by a Customer, such Customer remains a customer of Dealer and Dealer provides services hereunder to such Customer. Payment of the Distribution Fees is subject to AAM’s receipt of a distribution fee from the Underwriter in respect of Dealer’s Customers pursuant to the instruction Distribution Agreement. (d) Except as provided in Section 5(a) hereof, Dealer shall not accept any direct or indirect compensation from any person or entity other than AAM in connection with the offer, sale or servicing of Shares in the Advisor Fund without the prior written consent of AAM; provided, however, that the Adviser may pay Dealer for distribution and of account servicing assistance as described in the Trust’s Board of TrusteesRegistration Statement. (f) The Sub-Servicing Agent represents, warrants, and agrees that any fee or other charge paid by Investors will be fully and timely disclosed, to the extent necessary or appropriate under applicable laws, rules and regulations, and Dealer shall not be entitled to compensation hereunder unless such disclosure is fully and timely made.

COMPENSATION; EXPENSES. (a) In consideration The Company agrees to pay to Consultant, as compensation for the Services, at the rate of Six Hundred Fifty Dollars ($650.00) per hour for each hour that Consultant performs Services under this Agreement, limited to 50 hours per week. Such compensation shall be payable in arrears, with payment of the foregoing, the Advisor shall pay the Sub-advisor, with respect total hours billed (subject to the Fundweekly limit) less a holdback of $200.00 per hour (the “Holdback”), a fee as specified to be made within ten (10) business days of Company’s receipt of an invoice setting forth the dates and hours worked by Consultant during the preceding calendar month. The total amount of the Holdback earned will be paid at the end of the Term of this Agreement. Should Consultant refuse to perform the Services for the full Term without cause, it shall not be eligible to receive any portion of the Holdback. Consultant may, at its election require the Company to seek approval from the bankruptcy court of the terms of compensation set forth in Appendix B heretothis Agreement. Such fees shall Any such election must be accrued by the Advisor daily in writing and shall be payable monthly in arrears on delivered to the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue Company in the middle manner set forth in section 17 below. In the event that Consultant so elects and such compensation is not approved by the Bankruptcy Court on terms acceptable to Consultant by a date that is no later that the next regularly scheduled omnibus hearing date in the Company’s bankruptcy case that occurs more than twenty days after the Company receives written notice of a month or if such election,, then Consultant may terminate the Agreement pursuant to section 4 of this Agreement. Provided, however, in the event Consultant terminates the Agreement terminates before the end of any monthpursuant to this clause, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, it shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to paid any Holdback accrued through the effective date of such termination. (b) During The Company shall reimburse Consultant for all ordinary, necessary and reasonable expenses (including, but not limited to, lodging, meals and travel expenses) incurred and paid by Consultant in the term course of this Agreementthe performance of the Services and consistent with the Company’s policies in effect from time to time with respect to travel, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities entertainment and other investments (including brokerage commissions and other transaction charges, if any) purchased business expenses for the Portfolio. The Sub-advisor shallCompany’s own employees, at its sole expense, employ or associate itself and subject to the Company’s requirements with respect to the manner of reporting such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee The Company shall be payable hereunder provide Employee with respect administrative support substantially equivalent with that made available to employees of the Company at the vice president level. (d) The Company shall deliver a copy of this Agreement to representatives of its senior secured lenders, Official Committee of Unsecured Creditors and Official Committee of Equity Security Holders within two (2) business days after execution hereof and shall receive their consent to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets terms hereof in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant form that is reasonably acceptable to the instruction of the Advisor and of the Trust’s Board of TrusteesConsultant.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each of Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term The Adviser may reimburse expenses of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with each Fund or waive its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesfees. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (a) the fee payable under this Agreement; (b) the fees payable to each administrator under an agreement between the instruction of the Advisor administrator and of the Trust’s Board ; (c) expenses of Trustees.issue, repurchase and redemption of Shares;

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorInvestment Manager, with respect to the FundFunds, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Investment Manager such compensation as shall be payable prior to the effective date of termination. (b) During The Investment Manager may reimburse expenses of a Fund or waive its fees to the term extent necessary to maintain the applicable Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written agreement. The Investment Manager’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Investment Manager for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Investment Manager hereby authorizes the Trust’s, upon notice to the Fund’s or Investment Manager, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesInvestment Manager pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the Fund during that portion of any period Fund’s assets that are invested in any other account or fund for which the Fund invests Investment Manager serves as investment adviser or subadviser and for which the Investment Manager already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Investment Manager, including: (i) the fee payable under this Agreement; (ii) the fees payable to any other investment adviser and each administrator; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, administrators, fund accountant, custodians, transfer agent and dividend disbursing agent; (vii) fees of pricing, interest, dividend, credit, market data and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, or separate series thereof, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Investment Manager, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Investment Manager.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall The Investment Manager agrees to pay the Sub-advisor, Advisors sub-advisory fees with respect to assets the FundSub-Advisors manage hereunder (collectively, a fee the “Asset Management Fees”) in accordance with Schedule 2 attached hereto (as specified amended from time to time). The Asset Management Fee described in Appendix B hereto. Such fees Schedule 2 shall be accrued by allocated among the Sub-Advisors as such Sub-Advisors shall determine. The Investment Manager and the applicable Sub-Advisor daily and may enter into an Addendum or other written arrangement to amend or agree to additional Asset Management Fees or fee rebates with respect to assets the Sub-Advisors manage hereunder. (b) Following the Effective Date, (i) the parties shall be payable monthly in arrears on calculate the first business day of each calendar month for services performed hereunder during Asset Management Fees with respect to assets sub-advised under the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Prior Agreement with respect to the Fundperiod from January 1, 2019 to the Effective Date as if the amendment and restatement of the Prior Agreement by this Agreement occurred on January 1, 2019 and (ii) if the aggregate amount of such Asset Management Fees exceeds the aggregate amount of Management Fees (as defined in the Prior Agreement) that were paid under the Prior Agreement with respect to such period, the Advisor Investment Manager shall pay the amount of such excess to the Sub-advisor Advisors (as applicable), and if the aggregate amount of Management Fees that Investment Manager paid under the Prior Agreement with respect to such compensation as shall be payable prior to period exceeds the effective date aggregate amount of termination. (b) During the term of this Agreementsuch calculated Asset Management Fees, the Sub-advisor Advisors shall pay the amount of such excess to Investment Manager. (c) Each Sub-Advisor will pay be responsible for all fees and expenses incurred by it in connection with performing its activities obligations under this Agreement other than except, for the cost avoidance of securities doubt, Account Trading and other investments Investment Expenses, which shall be allocated to, and paid by, each respective Company on a pro rata basis out of the assets of the Account of such Company. (including d) For purposes of this Agreement, “Account Trading and Investment Expenses” shall mean all brokerage fees, brokerage commissions and all other brokerage transaction chargescosts, if anystock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable in respect of the Account, professional expenses (including fees in connection with the use of proxy voting services) purchased for and any other fees and expenses related to the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons trading and investment activity of the Account as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, determined by the Sub-advisor shall Advisors in good faith; provided that such fees and expenses are not be responsible for duplicative of any services provided by the Trust’sInvestment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesInvestment Manager. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdvisor, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. Reimbursement shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Advisor such compensation as shall be payable prior to the effective date of termination. (b) During The Advisor shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdvisor's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdvisor for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Advisor, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdvisers, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Advisers such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its their investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Advisers; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; (vi) costs of the Trust’s Board of travel for non-interested Trustees.;

COMPENSATION; EXPENSES. (a) In consideration Except as otherwise set forth in any Addendum entered into in respect of the foregoingany Account, the Advisor shall Investment Manager agrees to pay the Sub-advisorAdvisors a management fee (“Management Fee”) for the services provided pursuant to this Agreement, calculated and paid (A) with respect to the Fundeach Sub-Advisor, a fee other than with respect to third party CLO equity managed accounts, in accordance with Schedule 2-1 attached hereto (as specified in Appendix B hereto. Such fees shall be accrued amended from time to time), (B) with respect to assets purchased by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the ALL prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or Effective Date, in accordance with Schedule 2-2 attached hereto (as amended from the beginning of that month time to the date of terminationtime), (C) with respect to third party CLO equity managed accounts, in accordance with Schedule 2-3 hereto (as the case may beamended from time to time). The Management Fee described in Schedule 2-1 and Schedule 2-3, respectively, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to allocated among the Sub-advisor Advisors as such compensation as Sub-Advisors shall determine. Such Management Fee may be amended by an Addendum signed by the Investment Manager and the applicable Sub-Advisor without the consent of the Iowa Insurance Division (the “Division”), provided that such amended Management Fee shall be payable prior reimbursed to the effective date of terminationInvestment Manager by the applicable Company only to the extent such Management Fees have been approved by the Division. (b) During the term of this Agreement, the Each Sub-advisor Advisor will pay be responsible for all fees and expenses incurred by it in connection with performing its activities obligations under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction chargesexcept, if any) purchased for the Portfolio. The Sub-advisor shallavoidance of doubt, at its sole expenseAccount Trading and Investment Expenses, employ or associate itself with which shall be paid by each respective Company out of the assets of the Account of such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesCompany. (c) No fee For purposes of this Agreement, “Account Trading and Investment Expenses” shall be mean all brokerage fees, brokerage commissions and all other brokerage transaction costs, stock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable hereunder in respect of the Account, professional expenses (including fees in connection with respect the use of proxy voting services) and any other fees and expenses related to the Fund during any period in which the Fund invests all (or substantially all) of its trading and investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction activity of the Advisor Account as determined by the Sub-Advisors in good faith; provided that such fees and expenses are not duplicative of any services provided by the Trust’s Board of TrusteesInvestment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Investment Manager.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorSubadviser, with respect to the FundAllocated Assets, a fee at an annual rate as specified listed in Appendix B hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears on the first business day within 15 days of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor Subadviser such compensation as shall be payable prior to the effective date of the termination. (b) No fee shall be payable hereunder with respect to that portion of the Allocated Assets which are invested in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser and for which Subadviser already receives an advisory fee. (c) During the term of this Agreement, the Sub-advisor will Subadviser shall pay all of its own expenses incurred by it in connection with its activities under this Agreement other than and Atlantic Fund Administration, LLC, the cost Adviser and/or Fund, as they may agree from time to time, shall bear all expenses that are incurred in their operations not specifically assumed by the Subadviser. (d) Expenses borne by the Fund and/or the Trust will include but not be limited to the following (or the Fund's proportionate share of securities the following), unless waived, assumed or agreed to be paid by the Adviser: (i) the advisory fee payable to the Adviser; (ii) the fees payable to each administrator under an agreement between the administrator and other investments the Trust; (including brokerage commissions iii) expenses of issue, repurchase and other transaction redemption of shares; (iv) interest charges, if anytaxes, brokerage fees and commissions, and dividends on short sales; (v) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution premiums of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible insurance for the Trust’s, the Fund’s or the Advisor’s expensesits trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including any extraordinary the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and non-recurring fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses. ; (cx) No fee shall funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Fund shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be payable hereunder with respect to employees of the Fund during any period in which Adviser, an administrator or their respective affiliated persons) performing services for the Fund invests Trust; (xix) costs of the Trust's board, board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration For all of the foregoingservices rendered with respect to the Fund as herein provided, the Advisor shall pay to the Sub-advisor, with respect to the Fund, a advisor an annual management fee as specified set forth in Appendix B hereto. B. Such fees fee shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth may be mutually agreed in Appendix Bwriting, the Sub-advisor shall not be responsible for the Trust’s, or the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust’s payment to the Adviser for such month. In addition, the Sub-advisor will Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; fees and expenses of the non-interested person trustees; office space and other office expenses; fees and expenses incurred by it the Fund in connection with its activities membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under this Agreement other than federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent (excluding the transfer agent’s basis point fee for the Investor Share Class), dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of securities preparing and other investments (including brokerage commissions distributing reports and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe notices to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix Bshareholders, the Sub-advisor shall not be responsible cost of printing or preparing prospectuses and statements of additional information for the Trust’s, delivery to the Fund’s current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the Advisorsale or distribution of the Fund’s expenses, including any extraordinary shares excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-l under the 1940 Act; and non-recurring expensesall other operating expenses not specifically assumed by the Fund. (c) The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short) and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with respect thereto. The Fund will also pay the transfer agent’s basis point fee for the Investor Share Class and any expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by it, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser’s compensation pursuant to this Agreement. (d) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration For all of the foregoingservices rendered with respect to each Fund as herein provided, the Advisor shall pay to the Sub-advisor, with respect to the Fund, a advisor an annual management fee as specified set forth in Appendix B hereto. B. Such fees fee shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the each Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth may be mutually agreed in Appendix Bwriting, the Sub-advisor shall not be responsible for the Trust’s, or the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall The Investment Manager agrees to pay the Sub-advisor, Advisors sub-advisory fees with respect to assets the FundSub-Advisors manage hereunder (collectively, a fee the “Asset Management Fees”) in accordance with Schedule 2 attached hereto (as specified amended from time to time). The Asset Management Fee described in Appendix B hereto. Such fees Schedule 2 shall be accrued allocated among the Sub-Advisors as such Sub-Advisors shall determine. The Investment Manager and the applicable Sub-Advisor may enter into an Addendum or other written arrangement to amend or agree to additional Asset Management Fees or fee rebates with respect to assets the Sub-Advisors manage hereunder, without the consent of the Division, provided that under no circumstances shall any Company be responsible for any Asset Management Fees unless the payment of such fees by such Company has been approved by the Advisor daily and Division. (b) Following the Effective Date, (i) the parties shall be payable monthly in arrears on calculate the first business day of each calendar month for services performed hereunder during Asset Management Fees with respect to assets sub-advised under the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Prior Agreement with respect to the Fundperiod from January 1, 2019 to the Effective Date as if the amendment and restatement of the Prior Agreement by this Agreement occurred on January 1, 2019 and (ii) if the aggregate amount of such Asset Management Fees exceeds the aggregate amount of Management Fees (as defined in the Prior Agreement) that were paid under the Prior Agreement with respect to such period, the Advisor Investment Manager shall pay the amount of such excess to the Sub-advisor Advisors (as applicable), and if the aggregate amount of Management Fees that Investment Manager paid under the Prior Agreement with respect to such compensation as shall be payable prior to period exceeds the effective date aggregate amount of termination. (b) During the term of this Agreementsuch calculated Asset Management Fees, the Sub-advisor Advisors shall pay the amount of such excess to Investment Manager. (c) Each Sub-Advisor will pay be responsible for all fees and expenses incurred by it in connection with performing its activities obligations under this Agreement other than except, for the cost avoidance of securities doubt, Account Trading and other investments Investment Expenses, which shall be allocated to, and paid by, each respective Company on a pro rata basis out of the assets of the Account of such Company. (including d) For purposes of this Agreement, “Account Trading and Investment Expenses” shall mean all brokerage fees, brokerage commissions and all other brokerage transaction chargescosts, if anystock borrowing and lending fees, interest on cash balances, custodial fees, reasonable transaction legal expenses, regulatory fees or taxes payable in respect of the Account, professional expenses (including fees in connection with the use of proxy voting services) purchased for and any other fees and expenses related to the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons trading and investment activity of the Account as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, determined by the Sub-advisor shall Advisors in good faith; provided that such fees and expenses are not be responsible for duplicative of any services provided by the Trust’sInvestment Managers or agents, brokers, advisors or professionals engaged in any capacity by the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesInvestment Manager. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written agreement. The Adviser’s reimbursement of the Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including: (i) the fee payable under this Agreement; (ii) the fees payable to any other investment adviser and each administrator; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, administrators, fund accountant, custodians, transfer agent and dividend disbursing agent; (vii) fees of pricing, interest, dividend, credit, market data and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, or separate series thereof, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may pay expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate expense limitation agreement. In addition, pursuant to such separate expense limitation agreement, the Sub-advisor will pay all expenses incurred by it Trust, on behalf of the Fund may repay the Adviser such amounts paid or waived for a Fund or a class of a Fund, as applicable, in connection with its activities under this Agreement other than later periods pursuant to the cost terms of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesseparate expense limitation agreement. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in sub-section (a) of Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. Out-of-pocket reimbursements listed in sub-section (b) of Appendix A hereto, shall be payable monthly in arrears on the fist day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in sub-section (a) of Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. Out-of-pocket reimbursements listed in sub-section (b) of Appendix A hereto, shall be payable monthly in arrears on the first day of each calendar month for services performed under this Agreement during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, ’s payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In As consideration of for Xxxxxxxx’x consulting services during the foregoingInitial Consulting Term hereunder, the Advisor Company shall pay make a payment to Xxxxxxxx in the Subannualized amount of $90,000.00 per year, or $22,500.00 per quarter-advisoryear period, with respect to payable in equal monthly installments commencing on the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily Consulting Commencement Date and shall be payable monthly in arrears continuing thereafter on the first business day of each calendar month month, provided, however, that if any such installment is due for services performed hereunder during a period of less than one month, such installment may be pro-rated to reflect the prior calendar monthduration of the period for which such installment is due. If fees begin to accrue in the middle of a month or if this Agreement terminates before At the end of any montheach month of the Initial Consulting Term, all fees for the period from that date Xxxxxxxx shall submit to the end Company a description of that month or from the beginning of that month work performed in a form reasonably acceptable to the date Company, along with documentation regarding the number of termination, as the case may be, shall be prorated according hours of consulting services provided to the proportion that Company. If, during any quarter-year period of the period bears to the full month Initial Consulting Term Xxxxxxxx provides consulting services in which the effectiveness or termination occurs. Upon the termination excess of 160 hours (as adjusted in accordance with Section 5(a) of this Agreement with respect to Agreement), Xxxxxxxx will be compensated for all such additional hours in the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date amount of termination$125 per hour worked. (b) During As consideration for Xxxxxxxx’x consulting services during the term Subsequent Consulting Term hereunder, the Company shall pay Xxxxxxxx $150 per hour worked for any services provided hereunder no later than 30 days after the end of the month in which he provides the services. At the end of each month of the Subsequent Consulting Term, Xxxxxxxx shall submit to the Company a description of work performed in a form reasonably acceptable to the Company, along with documentation regarding the number of hours of consulting services provided to the Company. (c) The Company shall reimburse Xxxxxxxx for reasonable out-of-pocket expenses, such as travel expenses and telephone, facsimile and telex expenses incurred by Xxxxxxxx directly in the performance by him of the services hereunder in a manner consistent with the Company’s then reimbursement policies and procedures; provided that (i) Xxxxxxxx timely files expense reports on forms designated by the Company to obtain reimbursement, (ii) Xxxxxxxx provides copies of receipts and other evidence substantiating all claimed expenses, and (iii) the expenses are reimbursed no later than the end of the calendar year following the calendar year in which the expenses are incurred. (d) If, pursuant to Section 4 of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under Company elects to terminate this Agreement other than prior to January 5, 2011, the cost of securities and other investments (including brokerage commissions and other transaction chargesCompany shall pay Xxxxxxxx the amount in a cash lump sum equal to the aggregate minimum amount which he would have received pursuant to Section 7(a) had the Initial Consulting Term continued to January 5, if any) purchased for the Portfolio2011. The Sub-advisor shall, at its sole expense, employ or associate itself with Company shall pay such persons as it reasonably believe amount to be particularly fitted Xxxxxxxx no later than thirty calendar days after the Company elects to assist it in the execution of its duties under the terminate this Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written agreement. The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law or otherwise explicitly agreed by both parties, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all (Trust expenses not waived, assumed or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereofagreed, in accordance with Section 12(d)(1)(Eeach instance in writing, to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the 1940 Actfees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, pursuant repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the instruction net asset value of the Advisor Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the FundAgreement, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term of this AgreementFund or waive its fees to the extent necessary, as the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction chargesparties agree from time to time, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, maintain the Fund’s or expense ratio at an agreed-upon amount for a period of time specified in a separate letter of agreement. The Adviser’s reimbursement of the AdvisorFund’s expensesexpenses shall be estimated and paid to the Trust monthly in arrears, including any extraordinary and non-recurring expensesat the same time as the Trust’s payment to the Adviser for such month. (c) No fee shall be payable hereunder with respect to any portion of the Fund during Fund’s assets which are invested in shares of any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) companies registered under the 1940 ActAct for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses not specifically waived, pursuant assumed or agreed to be paid by the instruction Adviser, including but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, unless the Adviser agrees otherwise to pay for such expense.

COMPENSATION; EXPENSES. (a) Other than reimbursement of your reasonable out-of-pocket expenses in rendering such services, you shall not receive cash compensation for your non-substantial periodic services. In consideration the event that the Company requests that you perform substantial services devoted to special projects, you shall receive cash compensation of the foregoingone thousand dollars ($1,000) per day (to be pro-rated for work performed for less than a day), the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees which amounts shall be accrued by the Advisor daily aggregated on a monthly basis and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before within fifteen (15) days after the end of any month, all fees for each successive month following the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination Effective Date of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of terminationAgreement. (b) During On February 2, 2009, you were granted two non-qualified stock options (the “Stock Options”) under the Company’s 1998 Stock Incentive Plan, which Stock Options entitle you to purchase an aggregate of three hundred and eighty-seven thousand five hundred (387,500) shares of Common Stock of the Company. The Stock Options are evidenced by two non-qualified stock option award agreements entered into as of the date hereof. (c) The Company shall reimburse you for your normal and customary out-of-pocket expenses (such as lodging, meals, travel and transportation costs to and from the Company’s offices including its offices in Brisbane, Australia or other Australian locations) in connection with your provision of services under this Agreement, provided that any such expenses which in the aggregate would exceed $1,000 shall require the Company’s prior approval. The Company shall promptly reimburse you for your lodging expenses, but shall have the option of providing mutually acceptable Company-leased lodging to you at Company’s sole costs and expense. All reimbursements shall be made by the Company promptly, but not later than twenty (20) days after the Company has received from you an acceptable expense report and request for reimbursement. (d) In your performance of services hereunder, you shall keep such records as the Company may reasonably require. Compensation for services under Section 4(a) above shall be gross payments, and the Company shall provide you with related information for tax purposes annually within the time provided by law for any calendar year coming within the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments . (including brokerage commissions and other transaction charges, if anye) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor You shall not be responsible for the Trust’sall income, the Fund’s sales or the Advisor’s expensesother taxes of any nature whatsoever pertaining to your compensation under this Agreement. The Company shall not have any liability whatsoever for withholding, including collection or payment of income taxes or for taxes of any extraordinary and non-recurring expensesother nature on your behalf. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trusts expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; and (vi) any extraordinary Trust expenses. (d) The Adviser shall jointly and separately be responsible for and assumes the obligation for payment of all of the Trust’s expenses, including: (i) the fees payable to each administrator under an agreement between the administrator and the Trust; (ii) expenses of issue, repurchase and redemption of Shares; (iii) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (iv) fees and expenses of third parties, including the Trust’s independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant (unless extraordinary); (v) fees of pricing, interest, dividend, credit and other reporting services; (vi) telecommunications expenses; (vii) funds transmission expenses; (viii) auditing, legal and compliance expenses (unless extraordinary); (ix) costs of forming the Trust and maintaining its existence; (x) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xi) expenses of meetings of shareholders and proxy solicitations; (xii) costs of reproduction, stationery, supplies and postage; (xiii) the costs of personnel (who may be employees of the Adviser, an administrator or its respective affiliated persons) performing services for the Trust; (xiv) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xv) all interested Trustee fees; (xvi) state, territory or foreign securities laws registration fees and related expenses; and (xvii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; and (vi) any extraordinary Trust expenses. (d) The Adviser shall jointly and separately be responsible for and assumes the obligation for payment of all of the Trust’s 's expenses, including: (i) the fees payable to each administrator under an agreement between the administrator and the Trust; (ii) expenses of issue, repurchase and redemption of Shares; (iii) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (iv) fees and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant (unless extraordinary); (v) fees of pricing, interest, dividend, credit and other reporting services; (vi) telecommunications expenses; (vii) funds transmission expenses; (viii) auditing, legal and compliance expenses (unless extraordinary); (ix) costs of forming the Trust and maintaining its existence; (x) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xi) expenses of meetings of shareholders and proxy solicitations; (xii) costs of reproduction, stationery, supplies and postage; (xiii) the costs of personnel (who may be employees of the Adviser, an administrator or its respective affiliated persons) performing services for the Trust; (xiv) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xv) all interested Trustee fees; (xvi) state, territory or foreign securities laws registration fees and related expenses; and (xvii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Adviser shall pay the Sub-advisorSubadviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B hereto. Such fees shall be accrued by the Advisor Adviser daily and shall be payable monthly in arrears on within the first three business day days of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue as of a date in the middle of a month (such date, a “commencement date”) or if this Agreement terminates as of a date before the end of any monthmonth (such date, “termination date”), all fees for the period from that commencement date to the end of that month or from the beginning of that month to the date of terminationtermination date, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Adviser shall pay to the Sub-advisor Subadviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioa Fund. The Sub-advisor Subadviser shall, at its sole expense, employ or associate itself with such persons as it reasonably believe believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor The Subadviser shall not be responsible for the Trust’s, the Fund’s or the AdvisorAdviser’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor Adviser and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser’s reimbursement of the Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by applicable law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, or separate series thereof, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s's, the Fund’s 's or the Advisor’s 's expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s 's Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of a Fund or waive its fees to the term extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust’s payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares, management investment companyand of preparing tax returns; (xvi) costs of reproduction, or separate series thereofstationery, in accordance with Section 12(d)(1)(Esupplies and postage; (xvii) under the 1940 Act, pursuant to the instruction of the Advisor fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, ’s payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of Memorial Funds Form N-1A - Exhibit (d)(1) Page 3 termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act; (c) To the extent the Board determines that a Fund should invest a portion of its assets directly in portfolio securities, pursuant rather than in a portfolio of Core Trust (Delaware) or other portfolio, with respect to those assets the instruction Fund will pay the Adviser the same fee that the portfolio was paying its adviser (the fees of each portfolio will be disclosed in the Advisor proxy statement and prospectus). (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of reproduction, stationery, supplies and postage; (xvi) fees and expenses of the Trust’s 's Trustees and officers; (xvii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xviii) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xix) SEC registration fees and related expenses; (xx) state, territory or foreign securities laws registration fees and related expenses; and (xxi) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser’s reimbursement of a Fund’s expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust’s payment to the Adviser for such month. In addition, the Sub-advisor will Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; fees and expenses of the non-interested person trustees; office space and other office expenses; fees and expenses incurred by it the Fund in connection with its activities membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under this Agreement other than federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent (excluding the transfer agent’s basis point fee), dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of securities preparing and other investments (including brokerage commissions distributing reports and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe notices to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix Bshareholders, the Sub-advisor shall not be responsible cost of printing or preparing prospectuses and statements of additional information for the Trust’s, delivery to the Fund’s current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the Advisorsale or distribution of the Fund’s expenses, including any extraordinary shares excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-l under the 1940 Act; and non-recurring expensesall other operating expenses not specifically assumed by the Fund. (c) The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short) and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with respect thereto. The Fund will also pay the transfer agent’s basis point fee and any expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by it, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser’s compensation pursuant to this Agreement. (d) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each of Fund, a fee at an annual rate as specified listed in Appendix B hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees (expense ratio agreements). [The Adviser's reimbursement of a Fund's expenses shall be estimated and paid to the term of this Agreement, the Sub-advisor will pay all expenses incurred by it Trust monthly in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shallarrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month.] (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, the Trustees and officers and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of reproduction, stationery, supplies and postage; (xvi) fees and expenses of the Trust’s 's Trustees and officers; (xvii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xviii) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xix) SEC registration fees and related expenses; (xx) state, territory or foreign securities laws registration fees and related expenses; and (xxi) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust's payment to the Adviser for such month. In addition, the Sub-advisor will Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by it the Fund in connection with its activities membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under this Agreement other than federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of securities preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other investments (including brokerage commissions and other transaction charges, if any) purchased for expenses incurred directly or indirectly in connection with the Portfolio. The Subsale or distribution of the Fund's shares excluding expenses which the Fund is authorized to pay pursuant to Rule 12b-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties l under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall 1940 Act; and all other operating expenses not be responsible for the Trust’s, specifically assumed by the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with respect thereto. The Fund will also pay any expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by it, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser's compensation pursuant to this Agreement. (d) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (e) Notwithstanding anything else herein, all compensation earned by the Adviser pursuant to this Agreement shall be held in an interest-bearing escrow account with the instruction Funds' custodian or a bank. If a majority of a Fund's outstanding shares approve a contract with the Adviser prior to termination of this Agreement, the amount in the escrow account (including interest earned) will be paid to the Adviser. If a majority of a Fund's outstanding shares do not approve a contract with the Adviser prior to termination of this Agreement, the Adviser will be paid to the lesser of: (1) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (2) the total amount of the Advisor and of the Trust’s Board of Trusteesescrow amount, plus interest earned.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed, in each instance in writing, to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser. Consistent with Section 12(d)(1)(E3(j) under the 1940 Acthereof, pursuant to the instruction extent any Fund is an index fund, the Fund will not be responsible for the payment of any licensing or sublicensing fee with respect to the Advisor and of the Trust’s Board of Trusteesindex.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor each Fund shall pay the Sub-advisor, with respect to the Fund, advisor a fee as specified in Appendix B heretohereto (the “Sub-Advisory Fee”). Such fees Each such fee shall be accrued by the Advisor relevant Fund daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Fund shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, unless specifically provided otherwise in this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including including, but not limited to, brokerage commissions and other transaction charges, if any) purchased for the each Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall will not be responsible for the Trust’s, the any Fund’s or the Advisor’s expenses, including including, but not limited to, any extraordinary and non-recurring expenses; any expenses of organizing, or continuing the existence of, Advisor, the Fund or the Trust; fees and expenses of trustees/directors and officers of Advisor, the Fund or the Trust; fees for administrative personnel and services; expenses incurred in the distribution of shares of the Fund or the Trust (“Shares”), including, without limitation, expenses of administrative support services; fees and expenses of preparing, printing and filing any Required Filings, other Charter Documents, or any amendment or supplement thereto, or any sales literature, statement, communication or other document under the Securities Act, the 1940 Act or otherwise; expenses of registering and qualifying the Advisor, the Fund, the Trust, or Shares of the Fund or the Trust under federal and state laws, rules or regulations; fees and expenses; expenses of preparing, printing, and distributing any other Required Filings, other Charter Documents or any sales literature, statement, communication or other document to shareholders; interest expense, taxes, fees, and commissions of every kind; expenses of issue (including, without limitation, any cost of Share certificates), purchase, repurchase, and redemption of Shares; charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, registrars and other service providers to the Advisor, the Fund or the Trust; printing and mailing costs, auditing, accounting, and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of trustees/directors and shareholders and proxy solicitations therefor; insurance expenses; and association membership dues and such nonrecurring items as may arise, including, without limitation, all losses and liabilities incurred in administering the Trust and the Fund. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s 's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the FundFunds, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the FundFunds, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During If and to the term extent specified in a separate letter of this Agreementagreement, the SubAdviser shall reimburse expenses of the Funds and/or waive its fees to the extent necessary to maintain Fund’s expense ratio at an agreed-advisor will pay all expenses incurred by it upon amount for a period of time specified in connection with its activities under this Agreement other than the cost such separate letter of securities and other investments (including brokerage commissions and other transaction chargesagreement. The Adviser’s reimbursement of a Fund’s expenses, if any) purchased for , shall be estimated and paid to the Portfolio. The Sub-advisor shallTrust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, ’s payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the each Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Fund shall pay the Sub-advisor, with respect to the FundAllocated Assets, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor Fund daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Fund shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the PortfolioFund. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesthere are no Allocated Assets.

COMPENSATION; EXPENSES. 18.1 The Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and agreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (aas outlined in Exhibit B of the Master Custodian Agreement) In consideration out of the Administrator’s compensation under the fund administration agreement between the Administrator and the Trust. 18.2 Notwithstanding the foregoing, however, the Advisor Trust shall pay be responsible for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the Sub-advisoradministration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement; costs associated with the conversion of the Securities, the transfer of Securities, and records kept in connection with this Agreement; all expenses and taxes payable with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue Securities in the middle account of a month or if this Agreement terminates before the end Trust including, without limitation, commission charges on purchases and sales and the amount of any monthloss or liability for stockholders assessments or otherwise, all fees for claimed or asserted against the period from that date to Bank or against the end Bank’s nominee by reason of that month or from the beginning any registration hereunder; and expenses of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect third parties providing services to the Fund during any period (other than services of third parties as are already compensated as described in which this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or compensation from the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under Account if the 1940 Act, pursuant Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the instruction Trust; provided, however, that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the Advisor assets and property of the Trust’s Board of Trusteesparticular Fund involved.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime specified in a separate letter of agreement. The Adviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust's payment to the Adviser for such month. In addition, the Sub-advisor will Adviser shall pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by it the Fund in connection with its activities membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under this Agreement other than federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent (excluding the transfer agent's basis point fee for the Investor Share Class), dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of securities preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund's current and prospective shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders' meetings and proxy solicitations; advertising, promotion and other investments (including brokerage commissions and other transaction charges, if any) purchased for expenses incurred directly or indirectly in connection with the Portfolio. The Subsale or distribution of the Fund's shares excluding expenses which the Fund $$/BREAK/$$END is authorized to pay pursuant to Rule 12b-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties l under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall 1940 Act; and all other operating expenses not be responsible for the Trust’s, specifically assumed by the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), fees and expenses of the non-interested person trustees and such extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trustees and officers with respect thereto. The Fund will also pay the transfer agent's basis point fee for the Investor Share Class and any expenses which it is authorized to pay pursuant to Rule 12b-1 under the 1940 Act. The Adviser may obtain reimbursement from the Fund, at such time or times as the Adviser may determine in its sole discretion, for any of the expenses advanced by it, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of the Adviser's compensation pursuant to this Agreement. (d) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. 4.1 Metalink shall pay the Consultant a consulting fee in consideration for the provision of the Consulting Services by the Consultant (a) In consideration the “Consulting Fee”), as follows: 4.1.1 During the Term, a monthly fee of US$8,333 + VAT, payable until the 30th business day following the end of each month of service; against receipt by the Company of an invoice from the Consultant. Notwithstanding the foregoing, if the Advisor parties agree by a written consent, to reduce the scope of the Consulting Services such that they shall pay not include the Sub-advisorCEO Services (as defined in Appendix A) but only DSL consulting, with respect then the Consultant shall not be entitled to any monthly fee. 4.1.2 For each fiscal quarter during the FundTerm, a fee quarterly bonus equal to 29% of the DSL Gross Profit (as specified in Appendix B hereto. Such fees shall defined below), if any + VAT (the "DSL Compensation") payable within 10 business days following the publication of the Company's unaudited consolidated financial statements for the applicable fiscal quarter (the "Financials"); all payments to be accrued made against receipt by the Advisor daily and Company of an invoice from the Consultant; it being understood that (i) no DSL Compensation shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of under this Agreement with respect to the Fund2011 fiscal year, and (ii) to the extent that the Term expires during any fiscal quarter, the Advisor Consultant shall pay to receive a pro rata amount out of the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction chargesDSL Compensation for that quarter, if any) purchased . If any invoice which the applicable Financials are based on is not paid by a customer by its due date (the “Unpaid Invoice”), then the Company shall be entitled to deduct the respective portion of the DSL Compensation attributed to such Unpaid Invoice in the fiscal quarter immediately following the due date of such Unpaid Invoice; it being clarified that, if at any time, following such deduction (and, for the Portfolio. The Sub-advisor shallsake of clarity, at its sole expensealso before such deduction), employ or associate itself with such persons as it reasonably believe to the Unpaid Invoice is paid, then an equitable adjustment shall be particularly fitted to assist it made in the execution DSL Compensation payable thereafter.. For purposes of its duties under the Agreement. Except as set forth in Appendix Bthis clause, the Sub-advisor term "DSL Gross Profit" shall mean the gross profit, determined in accordance with US GAAP, solely of the DSL Business as reflected in the Financials (it being understood that the costs of the DSL Business shall include, but not be responsible for limited to, royalties paid or payable to the Trust’sChief Scientist with respect thereto and the Consulting Fee). In addition, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee Consultant shall be payable hereunder entitled to fifty percent (50%) of the DSL Compensation for six (6) months following the termination of this Agreement by the Company pursuant to Section 3.3.1 above (it being clarified that termination date is 90 days after the termination notice), solely with respect to any invoice that was issued during the Fund during any period in which the Fund invests all said six (or substantially all6) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesmonths period.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, or the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser shall reimburse expenses of each Fund or waive its fees to the term extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of this Agreement, the Sub-advisor will pay all expenses incurred by it time specified in connection with its activities under this Agreement other than the cost a separate letter of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolioagreement. The Sub-advisor shallAdviser's reimbursement of a Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, 's payment to the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses, pursuant including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the instruction of the Advisor administrator and of the Trust’s Board ; (iii) expenses of Trustees.issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence;

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to setoff any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Fund invests Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or substantially allbeneficial; (xiv) expenses of its investment assets in a registeredmeetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, open-endof calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, management investment companystationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or separate series thereoftheir respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of TrusteesAdviser.

COMPENSATION; EXPENSES. 18.1 The Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and agreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (aas outlined in Exhibit B of the Master Custodian Agreement) In consideration out of the Administrator’s compensation under that certain agreement entitled Fund Accounting and Compliance administration Agreement, dated December 17, 2004, between the Administrator and the Trust. 18.2 Notwithstanding the foregoing, however, the Advisor Trust shall pay be responsible for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the Sub-advisoradministration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement; costs associated with the conversion of the Securities, the transfer of Securities, and records kept in connection with this Agreement; all expenses and taxes payable with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue Securities in the middle account of a month or if this Agreement terminates before the end Trust including, without limitation, commission charges on purchases and sales and the amount of any monthloss or liability for stockholders assessments or otherwise, all fees for claimed or asserted against the period from that date to Bank or against the end Bank’s nominee by reason of that month or from the beginning any registration hereunder; and expenses of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect third parties providing services to the Fund during any period (other than services of third parties as are already compensated as described in which this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or compensation from the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under Account if the 1940 Act, pursuant Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the instruction Trust; provided, however, that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the Advisor assets and property of the Trust’s Board of Trusteesparticular Fund involved.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act; and (c) The Trust shall be responsible for and assumes the obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; (vi) Chief Compliance Officer and compliance related services for the Trust or Fund; and (vii) any extraordinary Trust expenses including, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesbut not limited to, litigation expenses.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Adviser; (iv) SEC registration fees and related expenses; (v) any non-interested Trustee fees; and (vi) any extraordinary Trust expenses. (d) The Adviser shall jointly and separately be responsible for and assumes the obligation for payment of all of the Trust’s expenses, including: (i) the fees payable to each administrator under an agreement between the administrator and the Trust; (ii) expenses of issue, repurchase and redemption of Shares; (iii) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (iv) fees and expenses of third parties, including the Trust’s independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant (unless extraordinary); (v) fees of pricing, interest, dividend, credit and other reporting services; (vi) telecommunications expenses; (vii) funds transmission expenses; (viii) auditing, legal and compliance expenses (unless extraordinary); (ix) costs of forming the Trust and maintaining its existence; (x) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xi) expenses of meetings of shareholders and proxy solicitations; (xii) costs of reproduction, stationery, supplies and postage; (xiii) the costs of personnel (who may be employees of the Adviser, an administrator or its respective affiliated persons) performing services for the Trust; (xiv) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xv) all interested Trustee fees; (xvi) state, territory or foreign securities laws registration fees and related expenses; and (xvii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the each Fund, a fee at an annual rate as specified listed with respect to such Fund in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During If and to the term extent specified in a separate letter of this Agreementagreement, the SubAdviser shall reimburse expenses of a Fund or/and waive its fees to the extent necessary to maintain such Fund’s expense ratio at an agreed-advisor will pay all expenses incurred by it upon amount for a period of time as specified in connection with its activities under this Agreement other than the cost such letter of securities and other investments (including brokerage commissions and other transaction chargesagreement. The Adviser’s reimbursement of a Fund’s expenses, if any) purchased for , shall be estimated and paid to the Portfolio. The Sub-advisor shallFund monthly in arrears, at its sole expense, employ or associate itself with such persons the same time as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or payment to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser for such month. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the a Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (d) The Trust shall be responsible for and assumes the obligation for payment of all of its expenses not specifically waived, pursuant assumed or agreed to be paid by the instruction Adviser, including: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes and brokerage fees and commissions; (v) premiums of insurance for the Advisor Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust’s independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds’ transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust’s Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust’s trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board of Trusteescommittee, shareholder and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, unless the Adviser agrees otherwise to pay for such expenses.

COMPENSATION; EXPENSES. 18.1 The Custodian shall receive compensation for its services as specified in the Master Custodian Agreement. It is understood and agreed that the Administrator shall be responsible for paying the Custodian’s monthly fees (aas outlined in Exhibit B of the Master Custodian Agreement) In consideration out of the Administrator’s compensation under that certain agreement entitled Fund Accounting and Administration Agreement, dated October 26, 2005, between the Administrator and the Trust. 18.2 Notwithstanding the foregoing, however, the Advisor Trust shall pay be responsible for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the Sub-advisoradministration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 16.5 of this Agreement; costs associated with the conversion of the Securities, the transfer of Securities, and records kept in connection with this Agreement; all expenses and taxes payable with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue Securities in the middle account of a month or if this Agreement terminates before the end Trust including, without limitation, commission charges on purchases and sales and the amount of any monthloss or liability for stockholders assessments or otherwise, all fees for claimed or asserted against the period from that date to Bank or against the end Bank’s nominee by reason of that month or from the beginning any registration hereunder; and expenses of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect third parties providing services to the Fund during any period (other than services of third parties as are already compensated as described in which this Agreement), including services of independent accountants, appraisers, and brokers. 18.3 Custodian shall be entitled to withdraw such expenses or compensation from the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under Account if the 1940 Act, pursuant Trust fails to pay the same to Custodian within 45 days after Custodian has sent an appropriate billing to the instruction Trust; provided, however, that Custodian will give the Trust ten (10) days prior written notice before withdrawing such funds. 18.4 Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the Advisor assets and property of the Trust’s Board of Trusteesparticular Fund involved.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Sub-advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor and Sub-advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdvisers, with respect to the each Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the a Fund, the Advisor Trust shall pay to the Sub-advisor Advisers such compensation as shall be payable prior to the effective date of termination. (b) During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses. (c) No fee shall be payable hereunder with respect to the a Fund during any period in which the Fund invests all (or substantially all) of its their investment assets in a single registered, open-end, end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to ; and (c) The Trust shall be responsible for and assumes the instruction obligation for payment of: (i) advisory fees payable under this Agreement; (ii) costs of membership in trade associations; (iii) any expenses recouped by the Advisor Advisers; (iv) SEC registration fees and related expenses; and (v) any extraordinary Trust expenses. (d) The Advisers shall jointly and separately be responsible for and assumes the obligation for payment of all of the Trust’s 's expenses, including: (i) the fees payable to each administrator under an agreement between the administrator and the Trust; (ii) expenses of issue, repurchase and redemption of Shares; (iii) interest charges, taxes and brokerage fees and commissions; (iv) premiums of insurance for the Trust, the Trustees and officers and fidelity bond premiums; (v) fees and expenses of third parties, including the Trust's independent accountant, custodian, transfer agent, dividend disbursing agent and fund accountant (unless extraordinary); (vi) fees of pricing, interest, dividend, credit and other reporting services; (vii) telecommunications expenses; (viii) funds transmission expenses; (ix) auditing, legal and compliance expenses (unless extraordinary); (x) costs of forming the Trust and maintaining its existence; (xi) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xii) expenses of meetings of shareholders and proxy solicitations; (xiii) costs of reproduction, stationery, supplies and postage; (xiv) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xv) costs of Board, Board of Trusteescommittee, and other corporate meetings; (xvi) Trustee and/or officer compensation; (xvii) state, territory or foreign securities laws registration fees and related expenses; and (xviii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar manners.

COMPENSATION; EXPENSES. (a) In consideration of the foregoing, the Advisor Trust shall pay the Sub-advisorAdviser, with respect to the Fund, a fee at an annual rate as specified listed in Appendix B A hereto. Such fees shall be accrued by the Advisor Trust daily and shall be payable monthly in arrears on the first fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor Trust shall pay to the Sub-advisor Adviser such compensation as shall be payable prior to the effective date of termination. (b) During The Adviser may reimburse expenses of the term Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of this Agreementtime as may be specified in a separate written of agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than same time as the cost of securities and other investments (including brokerage commissions and other transaction chargesTrust's payment to the Adviser for such month, if any) purchased for , and the Portfolio. The Sub-advisor shall, at its sole expense, employ or associate itself with such persons as it reasonably believe to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for Adviser hereby authorizes the Trust’s, upon notice to the Fund’s or Adviser, to set off any such payment against fees payable to the Advisor’s expenses, including any extraordinary and non-recurring expensesAdviser pursuant to Section 4(a) hereof. (c) No To the extent prohibited by law, no fee shall be payable hereunder with respect to the that portion of Fund during assets that are invested in any period in other account or fund for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee. (d) The Trust shall be responsible for and assumes the obligation for payment of all Trust and Fund invests expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, fees and expenses paid by the Trust in accordance with Section 12(d)(1)(E) under any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.Adviser