Common use of Compensation of the Sub-Adviser Clause in Contracts

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Sub- Adviser for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Sub- Adviser’s 's compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In full consideration of services rendered pursuant to be renderedthis Agreement, the facilities Adviser will pay the Sub-adviser a fee at the annual rate set forth in Schedule B hereto of the value of the Fund’s average daily net assets. The Sub-adviser's compensation earned under this contract with respect to each Fund will be furnished held in an interest-bearing escrow account with the respective Fund's custodian or a bank. If the holders of a majority of a Fund's outstanding voting securities approve a sub-advisory contract with respect to the Fund between the Adviser and the payments Sub-adviser (each, a "New Sub-Advisory Agreement") by the 150th day following the termination of the Previous Sub-Advisory Agreement, then the amount in the escrow account with respect to that Fund (including interest earned) will be made, as provided herein, the parties hereto agree that the Adviser shall pay paid to the Sub-Adviser for each calendar quarter adviser. If the holders of a majority of a Fund's outstanding voting securities do not approve a New Sub-Advisory Agreement with respect to that Fund, the Sub-Advised adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing this Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) with respect to that Fund a and (ii) the total amount in the escrow account (plus interest earned) with respect to that Fund. Such fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it adviser shall have no claim against serve for less than the Trust or whole of any Sub-Advised Fund respectingmonth, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreementadviser, the Sub-Adviser will bear all expenses incurred by it value of the Fund’s net assets shall be computed at the times and in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred the manner determined by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter ’s Board of Trustees and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except set forth in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderGoverning Documents.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the a Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the a Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In full consideration of services rendered pursuant to be renderedthis Agreement, the facilities Adviser will pay the Sub-adviser a fee at the annual rate set forth in Schedule B hereto. The Sub-adviser's compensation earned under this contract with respect to each Fund will be furnished held in an interest-bearing escrow account with the respective Fund's custodian or a bank. If the holders of a majority of a Fund's outstanding voting securities approve a sub-advisory contract with respect to the Fund between the Adviser and the payments Sub-adviser (each, a "New Sub-Advisory Agreement") by the 150th day following the termination of the Previous Sub-Advisory Agreement, then the amount in the escrow account with respect to that Fund (including interest earned) will be made, as provided herein, the parties hereto agree that the Adviser shall pay paid to the Sub-Adviser for each calendar quarter adviser. If the holders of a majority of a Fund's outstanding voting securities do not approve a New Sub-Advisory Agreement with respect to that Fund, the Sub-Advised adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing this Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) with respect to that Fund a and (ii) the total amount in the escrow account (plus interest earned) with respect to that Fund. Such fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it adviser shall have no claim against serve for less than the Trust or whole of any Sub-Advised Fund respectingmonth, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreementadviser, the Sub-Adviser will bear all expenses incurred by it value of the Trust’s net assets shall be computed at the times and in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred the manner determined by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter ’s Board of Trustees and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except set forth in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderGoverning Documents.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar quarter month of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quartermonth. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Advised Fund will bear all brokerage commissions and other costs associated with the purchase or sale of securities and other investments, custodian fees, interest, taxes, and other expenses customarily borne by a Fund. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration of fees on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundAccount, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a value of the DRZ Portfolio's average daily net assets set forth in Schedule A hereto. Such fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the DRZ Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to the Adviser will bear all expenses incurred and to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership) by it in connection the Trust with its services under this Agreementrespect to the Portfolio. The Sub-Notwithstanding anything contained herein to the contrary, the Sub- Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) The Fund has a 1.75% investment advisory fee. For the services provided pursuant to be renderedthis Sub-Advisory Agreement, the facilities Adviser will pay to the Sub-Adviser a monthly fee of 50% of the net investment advisory fee received by the Adviser except that, for any investments made in the Fund by the Sub-Adviser, the Adviser will pay to the Sub-Adviser one hundred percent (100%) of the net advisory fees paid by the Fund to the Adviser. This fee for each month will be furnished paid to the Sub-Adviser during the succeeding month. Such fees shall be paid in U.S. Dollars. Net investment advisory fee is defined as investment advisory fees less fee waivers due to the expense caps and any extraordinary expenses related to the management and sponsorship of the Fund, including but not limited to, regulatory, litigation and legal expenses as recorded on the financial statements of the Fund and Adviser. To the extent the Adviser is required to waive its entire investment advisory fee pursuant to any fee waiver and operating expense limitation agreement in effect between the Adviser and the payments Fund, the Sub-Advisor will pay to the Adviser an amount equal to 50% of Fund expenses paid by the Adviser pursuant to any fee waiver and operating expense limitation agreement in effect between the Adviser and the Fund. All Sub-Advisory fees hereunder will be madedeemed to accrue daily and will be detailed in an email reconciliation (a “Fee Statement”) which the Adviser (or the Fund’s administrator) will provide to the Sub-Adviser within 21 Business Days of the end of each month. If the Sub-Adviser disagrees with a Fee Statement, it will notify the Adviser to that effect within seven days of the Sub-Adviser’s receipt of the Fee Statement (failing which notification the Sub-Adviser will be taken to have agreed with such Fee Statement) and the parties will use reasonable endeavours to reconcile any such disagreement as soon as practicable. The Adviser hereby agrees to make payment of the fees specified in each Fee Statement within seven days of the Fee Statement being provided to the Sub-Adviser or, if the Sub-Adviser notifies the Adviser that the Sub-Adviser disagrees with the Fee Statement, within seven days of the parties’ agreement of the Fee Statement. 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 provided hereinthe case may be, shall be prorated according to the parties hereto agree 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 Adviser shall pay to the Sub-Adviser for each calendar quarter within seven days of the Sub-Advised Fund a fee computed in accordance with the final agreed upon Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarterStatement. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Sub- Adviser for each calendar quarter month of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quartermonth. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Sub- Adviser’s 's compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Advised Fund will bear all brokerage commissions and other costs associated with the purchase or sale of securities and other investments, custodian fees, interest, taxes, and other expenses customarily borne by a Fund. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration of fees on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundAccount, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Sub- Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Sub- Adviser for each calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Sub- Adviser’s 's compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the a Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the a Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In full consideration of services rendered pursuant to be renderedthis Agreement, the facilities Adviser will pay the Sub-adviser fees at the rates set forth in Schedule A hereto. The Sub-adviser's compensation earned under this contract with respect to the Fund will be furnished held in an interest-bearing escrow account with the Fund's custodian or a bank. If the holders of a majority of the Fund's outstanding voting securities approve a sub-advisory contract with respect to the Fund between the Adviser and the payments Sub-adviser (the "New Sub-Advisory Agreement") by the 150th day following the termination of the Previous Sub-Advisory Agreement, then the amount in the escrow account with respect to the Fund (including interest earned) will be made, as provided herein, the parties hereto agree that the Adviser shall pay paid to the Sub-Adviser for each calendar quarter adviser. If the holders of a majority of the Fund's outstanding voting securities do not approve a New Sub-Advisory Agreement with respect to the Fund, the Sub-Advised adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing this Interim Sub-Advisory Agreement (plus interest earned on that amount while in escrow) with respect to the Fund a fee computed and (ii) the total amount in accordance the escrow account (plus interest earned) with respect to the Fee Schedule attached hereto and incorporated hereinFund. The payment Such fees shall be made by the Adviser to the Sub-Adviser within three business days accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it adviser shall have no claim against serve for less than the Trust or whole of any Sub-Advised Fund respectingmonth, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreementadviser, the Sub-Adviser will bear all expenses incurred by it value of the Fund’s net assets shall be computed at the times and in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred the manner determined by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter ’s Board of Trustees and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except set forth in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderGoverning Documents.

Compensation of the Sub-Adviser. (a) For the all services to be rendered, the facilities to be furnished and expenses paid or assumed by the payments to be made, Sub-Adviser as herein provided hereinfor the Fund, the parties hereto agree that Adviser will pay the Sub-Adviser quarterly, in arrears, a fee at the annual rate of 55% of the investment advisory fee. The "average daily net assets" of the Fund shall pay be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Sub-Adviser will receive a pro rata portion of such fee for any periods in which the Sub-Adviser advises the Fund less than a full quarter. The Fund shall not be liable to the Sub-Adviser for each calendar quarter the Sub-Adviser's compensation hereunder. Calculations of the Sub-Advised Adviser's fee will be based on average net asset values as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by it. Any such fee computed in accordance with reduction or undertaking may be discontinued or modified by the Fee Schedule attached hereto and incorporated hereinSub-Adviser at any time. The payment shall be made by the Adviser fees payable to the Sub-Adviser within three business days after by the end Adviser under this Sub-Investment Management Contract shall, upon receipt by the Adviser of each calendar quarter. its fees under the Investment Management Contract, be paid by the Adviser into an interest-bearing escrow account. If the holders of "a majority of the outstanding voting securities" (bas defined in the 1940 Act) The of the Fund have voted to approve a new Sub-Investment Management Contract with the Sub-Adviser by May 12, 2001, the fees paid by the Adviser into such escrow account (and interest thereon) shall be responsible for payment ofpaid to the Sub-Adviser. If such approval has not been obtained by May 12, 2001, this Sub-Investment Management Contract shall terminate and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on paid from the basis of escrow account the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shalllesser of: (i) act as agent and accept any compensation other than the costs incurred in performing its compensation provided for obligations under this Sub-Investment Management Contract (plus interest earned on that amount while in this Agreementescrow), except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount in the 1940 Act and the rules promulgated thereunderescrow account (plus interest earned).

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter of as compensation at the rates set forth in Schedule A hereto. Pertaining to Section 7 and Schedule A, “Sub-Advised Fund a fee computed in accordance with Assets” shall refer to the Fee Schedule attached hereto and incorporated herein. The payment shall be made assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund, LoCorr Multi-Strategy Fund and any other Fund within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and Trust. Subsequent to the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term effective date of this Agreement, the Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser enters into a sub-advisory agreement with respect to a registered open-end management investment company or series thereof that is a multi-manager fund that uses the Sub-Adviser’s long-short investment strategy similar to that used to manage the Sub-Advised Assets pursuant to this Agreement (each, an “other sub-advisory agreement”), if, pursuant to such other sub-advisory agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under receive a fee lower than the fee to be paid to the Sub-Adviser pursuant to this Agreement. In the event that the Sub-Adviser enters into any such other sub-advisory agreement, the Sub-Adviser agrees to reduce the compensation to which it is entitled pursuant to this Agreement so that it is no higher than the fee to be paid pursuant to the other sub-advisory agreement, subject to approval of the Board of Trustees of the Trust and Funds shareholders, if required. The Sub-Advised Assets within the Trust are aggregated in determining the appropriate fee level(s) to be used in the fee calculation. This fee for each month will be paid to the Sub-Adviser during the succeeding month within five business days after the month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser, which details the calculation of the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and owing to the Sub-Adviser promptly after the termination of this Agreement as of the next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub-Adviser shall not be responsible for any expenses incurred by agrees to manage up to $200 million in the Trust, the Funds’ Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement Assets. The Adviser is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then solely responsible for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account payment of the Sub-Advised FundAdviser's fees, neither and the Sub-Adviser nor any officer, director, shareholder agrees not to seek payment of its fees from the Trust or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderFunds.

Compensation of the Sub-Adviser. a. In full consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub- adviser, from the fees received by the Adviser from the Fund in respect of the period in question and attributable to assets of the Fund for which the Sub-adviser is providing services hereunder, a fee at the annual rate of 0.625% of the Fund's net asset value, calculated on the same basis as the management fee received by the Adviser from the Fund. Such fee shall be paid to the Sub-adviser within 30 days of receipt by the Adviser of its management fee from the Fund. If the Sub-adviser shall serve for less than the whole of any calendar month, the foregoing compensation shall be prorated. b. To the extent the Adviser serves as the investment adviser to any other registered investment company that employs a hedge fund of funds strategy ("Other Investment Company"): (1) the Adviser shall notify the Sub-adviser of the management fee that it will receive from such Other Investment Company; and (2) if the Other Investment Company (i) is subject to a management fee structure that is identical to or higher than the fee structure applicable to the Fund, and (ii) with respect to which the Adviser (and/or its affiliates) receive advisory fees that, after deducting any fees paid to a sub-adviser of such Other Investment Company, are lower than an annual rate of 0.625% of such Other Investment Company's net asset value, the Adviser shall increase the Sub-adviser's compensation pursuant to this Agreement by an amount equal to the difference between (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that annual fee rate the Adviser (and/or its affiliates) receives from the Fund after deduction of the Sub-adviser's fee and (b) the annual fee rate the Adviser (and/or its affiliates) receives from the Other Investment Company after deducting the applicable sub-adviser's fee. Notwithstanding the foregoing, in no event shall the Adviser pay to the Sub-Adviser for each calendar quarter adviser a management fee in excess of an annual rate of 0.75% of the Sub-Advised Fund a Fund's net asset value under this Section 3(b), calculated on the same basis as the management fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made received by the Adviser from the Fund. In no circumstances shall this provision serve to increase the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred management fee paid by the Trust, the Sub-Advised Fund or to the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar of the Trust’s fiscal quarters within three business days of the last day of each such quarter a fee equal to the following percentages of the Sub-Advised Fund’s average daily net assets during the quarter: • 0.03% on the first $500 million, • 0.02% on the next $250 million, and • 0.01% for average daily net assets above $750 million. In determining the application of these breakpoints, the assets of the Sub-Advised Fund a fee computed in accordance shall be combined with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by assets of the Adviser to Large Cap Equity Index Fund of State Farm Variable Product Trust so long as the Sub-Adviser within three business days after remains the end sub-adviser to each fund. If the fee for the Sub-Advised Fund calculated pursuant to the above schedule for the fiscal quarter of each calendar quarterthe Trust is less than $25,000, the Adviser shall pay the Sub-Adviser a fee of $25,000 for the fiscal quarter in lieu of the sub-advisory fee calculated pursuant to the above schedule. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any the Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effectTrust, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computationscomputations as set forth in Article 3.1, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter of as compensation at the rates set forth in Schedule A hereto. Pertaining to Section 7 and Schedule A, “Sub-Advised Fund a fee computed in accordance with Assets” shall refer to the Fee Schedule attached hereto and incorporated herein. The payment shall be made assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund. Subsequent to the effective date of this Agreement, the Sub- Adviser shall promptly notify the Adviser if the Sub-Adviser enters into a sub-advisory agreement with respect to a registered open-end management investment company or series thereof that is a multi-manager fund that uses the Sub-Adviser’s long-short investment strategy similar to that used to manage the Sub-Advised Assets pursuant to this Agreement (each, an “other sub-advisory agreement”), if, pursuant to such other sub-advisory agreement, the Sub-Adviser will receive a fee lower than the fee to be paid to the Sub-Adviser pursuant to this Agreement. In the event that the Sub-Adviser enters into any such other sub-advisory agreement, the Sub-Adviser agrees to reduce the compensation to which it is entitled pursuant to this Agreement so that it is no higher than the fee to be paid pursuant to the other sub-advisory agreement, subject to approval of the Board of Trustees of the Trust and Fund shareholders, if required. The Sub-Advised Assets within three the Trust are aggregated in determining the appropriate fee level(s) to be used in the fee calculation. This fee for each month will be paid to the Sub-Adviser during the succeeding month within five business days after the end month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser, which details the calculation of each calendar quarter. (b) the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and owing to the Sub-Adviser promptly after the termination of this Agreement as of the next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub-Adviser agrees to manage up to $200 million in the Fund’s Sub-Advised Assets. The Adviser shall be is solely responsible for the payment ofof the Sub-Adviser’s fees, and the Sub-Adviser agrees that it shall have no claim against not to seek payment of its fees from the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this AgreementFund. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter of the Sub-Advised Fund a fee computed fee, in arrears, equal to an annual rate in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarterA hereto, paid quarterly. (b) The Adviser Such fee for each calendar quarter shall be responsible calculated based on the average of the market value of the assets under management as of the end of each of the three months in the quarter just ended, as provided by the Adviser. (c) If the Sub-Adviser should serve for payment ofless than the whole of any calendar quarter, its compensation shall be determined as provided above on the basis of the ending market value of the assets managed in the month in which the termination occurs and shall be payable on a pro rata basis for the period of the calendar quarter for which it has served as Sub-Adviser hereunder. (d) If at any time while this Agreement is in effect, the Sub-Adviser enters into a new agreement with another registered investment company or pooled investment vehicle (e.g., mutual funds, private partnerships, etc.) client with respect to an equal or lesser amount of assets as of the end of a calendar year during the term of this Agreement and substantially similar investment mandate, guidelines and restrictions, and substantially similar client servicing and reporting requirements: and the Sub-Adviser agrees that it shall have no claim against the Trust provides or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. charges a more favorable (creduced) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant fee structure to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or such other affiliate client of the Sub-Adviser shallthan that set forth in this section, Sub-Adviser agrees that the fee structure set forth in this section shall automatically be reduced to the lower fee structure and such lower fee rate shall apply to the management of assets pursuant to this Agreement until the earlier of: (i) act as agent and accept any compensation the end of the next calendar year, when such client asset levels will be recalculated in accordance with the provisions of this paragraph or (ii) the termination of such agreement with the other than its compensation client or the raising of the investment management fee rate provided for in therein to a level equal to or greater than the fee rate provided for herein; provided, however, that the provisions of this Agreement, except paragraph shall not apply: (i) in the course case of such person’s business as an underwriter or brokerany performance-based investment management fee; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and case of a smaller account receiving a fee discount because it is related to an account that is larger than the rules promulgated thereunderaccount. Sub-Adviser will promptly notify the Adviser of such reduced fee structure.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser VALIC shall pay to the SubSUB-Adviser ADVISER, as compensation for the services rendered and expenses paid by the SUB-ADVISER, a monthly fee or fees based on the Covered Fund(s)’s average daily net asset value computed for each of the Covered Fund(s) including cash or cash equivalents as provided for herein and in the fee schedule attached hereto as Schedule A. Schedule A may be amended from time to time, provided that amendments are made in conformity with applicable laws and regulations and the Declaration and Bylaws. Any change in Schedule A pertaining to any new or existing Covered Fund(s) shall not be deemed to affect the interest of any other Covered Fund(s) and shall not require the approval of shareholders of any other Covered Fund(s). The average daily net asset value shall be determined by taking the mean average of all of the determinations of net asset value, made in the manner provided in the Declaration, as applicable, for each business day during a given calendar month. VALIC shall pay this fee for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days month as soon as practicable after the end of each calendar quarter. that month, but in any event no later than ten (b10) The Adviser business days following the end of the month, along with supporting calculation documentation If the SUB-ADVISER serves for less than a whole month, the foregoing compensation shall be responsible for prorated. The payment of, and of advisory fees related to the Subservices of the SUB-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation ADVISER under this Agreement. (c) During Agreement shall be the term sole responsibility of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser VALIC and shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund responsibility of VX XX or the Adviser. 3.2 For the quarter Covered Fund(s). Any reimbursement of management fees required by any expense limitation provision and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value liability arising out of a share as last determined shall be deemed to be the net asset value violation of a share as Section 36(b) of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and shall be the rules promulgated thereundersole responsibility of VALIC.

Compensation of the Sub-Adviser. a. In full consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-adviser, from the fees received by the Adviser from the Fund in respect of the period in question and attributable to assets of the Fund for which the Sub-adviser is providing services hereunder, a fee at the annual rate of 0.625% of the Fund’s net asset value, calculated on the same basis as the management fee received by the Adviser from the Fund. Such fee shall be paid to the Sub-adviser within 30 days of receipt by the Adviser of its management fee from the Fund. If the Sub-adviser shall serve for less than the whole of any calendar month, the foregoing compensation shall be prorated. b. To the extent the Adviser serves as the investment adviser to any other registered investment company that employs a hedge fund of funds strategy (“Other Investment Company”): (1) the Adviser shall notify the Sub-adviser of the management fee that it will receive from such Other Investment Company; and (2) if the Other Investment Company (i) is subject to a management fee structure that is identical to or higher than the fee structure applicable to the Fund, and (ii) with respect to which the Adviser (and/or its affiliates) receive advisory fees that, after deducting any fees paid to a sub-adviser of such Other Investment Company, are lower than an annual rate of 0.625% of such Other Investment Company’s net asset value, the Adviser shall increase the Sub-adviser’s compensation pursuant to this Agreement by an amount equal to the difference between (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that annual fee rate the Adviser (and/or its affiliates) receives from the Fund after deduction of the Sub-adviser’s fee and (b) the annual fee rate the Adviser (and/or its affiliates) receives from the Other Investment Company after deducting the applicable sub-adviser’s fee. Notwithstanding the foregoing, in no event shall the Adviser pay to the Sub-Adviser for each calendar quarter adviser a management fee in excess of an annual rate of 0.75% of the Sub-Advised Fund a Fund’s net asset value under this Section 3(b), calculated on the same basis as the management fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made received by the Adviser from the Fund. In no circumstances shall this provision serve to increase the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred management fee paid by the Trust, the Sub-Advised Fund or to the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter as full compensation therefor a fee at the annual rate of 0.50% of the Sub-Advised Fund a Fund's average daily net assets. For purposes of determining the fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effectpayable hereunder, the net asset value of the Fund shall be calculated in the manner specified in the Fund's Prospectus. If, pursuant to such provisions, the determination of net asset value of the Fund is not required to be determined on suspended for any particular business day, then for the purpose purposes of this paragraph, the value of the foregoing computations, net assets of the net asset value of a share Fund as last determined shall be deemed to be the net asset value of a share the net assets as of the close of business day, or as of such other time as the value of the Fund's net assets may lawfully be determined, on that day. 3.4 In connection with purchases or sales . If the determination of portfolio securities the net asset value of the Fund has been suspended for the account of a period including such month, the Sub-Advised Adviser's compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month). The compensation earned under this Agreement will beheld in an interest bearing escrow account with the Fund, neither 's custodian or a bank mutually agreed upon by the Trust and the Sub-Adviser. If a majority of the Fund's outstanding voting securities approve a final investment advisory agreement with the Sub-Adviser nor any officerby the end of the 150-day period following the closing of the Acquisition, directorthe amount in the escrow account (including interest earned) will be paid to the Sub-Adviser. If a majority of the Fund's outstanding voting securities do not approve a final investment advisory agreement with the Sub-Adviser, shareholder or other affiliate of the Sub-Adviser shall: will be paid, out of the escrow account, the lesser of (i1) act as agent and accept any compensation other than its compensation provided for costs incurred by the Sub-Adviser in performing services under this AgreementAgreement (plus interest earned on that amount while in escrow), except or (2) the total amount in the course of such person’s business as an underwriter or broker; or escrow account (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderplus interested earned).

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter of as compensation at the rates set forth in Schedule A hereto. Pertaining to Section 7 and Schedule A, "Sub-Advised Fund a fee computed in accordance with Assets" shall refer to the Fee Schedule attached hereto and incorporated herein. The payment shall be made assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund, LoCorr Multi-Strategy Fund and any other Fund within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and Trust. Subsequent to the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term effective date of this Agreement, the Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser enters into a sub-advisory agreement with respect to a registered open-end management investment company or series thereof that is a multi-manager fund that uses the Sub-Adviser's long-short investment strategy similar to that used to manage the Sub- Advised Assets pursuant to this Agreement (each, an "other sub-advisory agreement"), if, pursuant to such other sub-advisory agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under receive a fee lower than the fee to be paid to the Sub-Adviser pursuant to this Agreement. In the event that the Sub-Adviser enters into any such other sub-advisory agreement, the Sub-Adviser agrees to reduce the compensation to which it is entitled pursuant to this Agreement so that it is no higher than the fee to be paid pursuant to the other sub-advisory agreement, subject to approval of the Board of Trustees of the Trust and Funds shareholders, if required. The Sub-Adviser shall not Advised Assets within the Trust are aggregated in determining the appropriate fee level(s) to be responsible used in the fee calculation. This fee for any expenses incurred by the Trust, each month will be paid to the Sub-Advised Fund Adviser during the succeeding month within five business days after the month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser. 3.2 For , which details the quarter calculation of the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and year in which owing to the Sub-Adviser promptly after the termination of this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub- Adviser agrees to manage up to $200 million in the Funds' Sub-Advised Assets. The Adviser is solely responsible for the account payment of the Sub-Advised FundAdviser's fees, neither and the Sub-Adviser nor any officer, director, shareholder agrees not to seek payment of its fees from the Trust or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunderFunds.

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter of as compensation at the rates set forth in Schedule A hereto. Pertaining to Section 7 and Schedule A, "Sub-Advised Fund a fee computed in accordance with Assets" shall refer to the Fee Schedule attached hereto and incorporated herein. The payment shall be made assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund. Subsequent to the effective date of this Agreement, Sub- Advisor shall promptly notify the Adviser if the Sub-Adviser enters into a sub-advisory with respect to a registered open-end investment company or series thereof that is a multi-manager fund that uses the Sub-Adviser's long-short investment strategy similar to that used to manage the Sub-Advised Assets pursuant to this Agreement (each, an "other sub-advisory agreement"), if, pursuant to such other sub-advisory agreement, the Sub-Adviser will receive a fee lower than the fee to be paid to the Sub-Adviser pursuant to this Agreement. In the event that the Sub- Adviser enters into any such other sub-advisory agreement, the Sub-Adviser agrees to reduce the compensation to which it is entitled pursuant to this Agreement so that it is no higher than the fee paid pursuant to the other sub-advisory agreement, subject to approval of the Board of Trustees of the Trust and Fund shareholders, if required. The Sub-Advised Assets within three the Trust are aggregated in determining the appropriate fee level(s) to be used in the fee calculation. This fee for each month will be paid to the Sub-Adviser during the succeeding month within five business days after the end month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser, which details the calculation of each calendar quarter. (b) the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and owing to the Sub-Adviser promptly after the termination of this Agreement as of the next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub- Adviser agrees to manage up to $200 million in the Fund' Sub-Advised Assets. The Adviser shall be is solely responsible for the payment ofof the Sub-Adviser's fees, and the Sub-Adviser agrees that it shall have no claim against not to seek payment of its fees from the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this AgreementFund. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreementagreement. (c) During Except as specified in Section 2.1(e), during the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule FEE SCHEDULE attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a fee computed value of the MAS Portfolio's average daily net assets set forth in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to A hereto, provided, however, that the Sub-Adviser within three business days may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the MAS Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to and retained by the Adviser will bear all expenses incurred and paid to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership with respect to the Fund) by it in connection the Trust with its services under this Agreementrespect to the MAS Portfolio. The Notwithstanding anything contained herein to the contrary, the Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share MAS Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. A. The Advisor will pay the Sub-Adviser a monthly advisory fee with respect to the Sub- Advised Assets equal to a percentage of the “net advisory fee”, which is the amount of the Advisor’s advisory fee less (ai) For any fee waiver or expense reimbursement made by the Adviser in connection with the services provided under the Investment Management Agreement, and (ii) any other expenses agreed to be renderedshared by the parties, the facilities to shall be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay allocated 50% to the Sub-Adviser for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with services provided pursuant to this Agreement and 50% to the Fee Schedule attached hereto and incorporated hereinAdviser. The payment shall be made by the Adviser amount allocated to the Sub-Adviser within three business (“Sub-Advisory Fee”) shall not exceed an annual rate of 0.675% based upon the Fund’s average daily net assets at month end. In the case of a partial month, compensation will be based on the number of days after during the end month in which the Advisor provided services to the Fund. The Sub-Advisory Fee will be paid by the Advisor no later than the 45th day following receipt by the Advisor of each calendar quarter. the Advisory Fee from the Fund. Except as may otherwise be prohibited by law or regulation (b) The Adviser shall be responsible for payment ofincluding, and without limitation, any then current SEC staff interpretation), the Sub-Adviser agrees that it shall have no claim against the Trust may, in its discretion and from time to time, waive all or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreementportion of its advisory fee. (c) B. During the term of this Agreement, any such compensation payable to the Sub-Adviser will bear all expenses incurred by it shall be held in connection with its services under an interest-bearing escrow account on behalf of the Fund. If, during the term of this Agreement, a new sub-advisory agreement is approved by a majority of the Fund’s outstanding voting securities, then the amount held in the escrow account (plus interest and income earned thereon and proceeds thereof) shall be paid to the Sub-Adviser. The If, however, a new sub-advisory agreement is not approved by a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act), then the Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant entitled to the Trust’s Registration Statement and Declaration less of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent any costs incurred in performing this Agreement (plus interest and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; income earned thereon and proceeds thereof) or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount held in the 1940 Act escrow account (plus interest and the rules promulgated thereunderincome earned thereon and proceeds thereof).

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a fee computed value of the CCI Portfolio's average daily net assets set forth in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to A hereto; provided, however, that the Sub-Adviser within three business days may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the CCI Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to and retained by the Adviser will bear all expenses incurred and paid to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership with respect to the Fund) by it in connection the Trust with its services under this Agreementrespect to the CCI Portfolio. The Sub-Adviser Notwithstanding anything contained herein to the contrary, the SubAdviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share CCI Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During Except as specified in Section 2.1(e), during the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Sub- Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser VALIC shall pay to the SubSUB-Adviser ADVISER, as compensation for the services rendered and expenses paid by the SUB-ADVISER, a monthly fee or fees based on each Covered Fund's average monthly net asset value computed for each Covered Fund as provided for herein and in the fee schedule attached hereto as Schedule A. Schedule A may be amended from time to time, provided that amendments are made in conformity with applicable laws and regulations and the NAFV II Declaration and Bylaws. Any change in Schedule A pertaining to any new or existing Fund shall not be deemed to affect the interest of any other Fund and shall not require the approval of shareholders of any other Fund. The average monthly net asset value shall be determined by taking the mean average of all of the determinations of net asset value, made in the manner provided in the NAFV II Declaration, for each business day during a given calendar month. VALIC shall pay this fee for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days month as soon as practicable after the end of each calendar quarter. that month, but in any event no later than ten (b10) The Adviser days following the end of the month. If the SUB-ADVISER serves for less than a whole month, the foregoing compensation shall be responsible for prorated. The payment of, and of advisory fees related to the Subservices of the SUB-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation ADVISER under this Agreement. (c) Agreement shall be the sole responsibility of VALIC and shall not be the responsibility of the Fund. During the term of this Agreement, the following conditions apply: a. The fee shall be held in an interest-bearing escrow account with State Street Bank and Trust Company; b. If a majority of a Covered Fund's outstanding voting securities approve a new investment sub-advisory agreement (the "New Sub-Adviser will bear all expenses incurred by it Advisory Agreement") with the SUB-ADVISER within 150 days after the date hereof, the amount in connection the escrow account (including interest earned thereon) with its services under this Agreement. The respect to such Covered Fund shall be paid to the SUB-ADVISER; and c. If a majority of a Covered Fund's outstanding voting securities do not approve a New Sub-Adviser shall not be responsible for any expenses incurred by Advisory Agreement with the TrustSUB-ADVISER within such 150-day period, the SubSUB-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there ADVISER shall be a proration on paid from the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effectescrow account, the net asset value is not required to be determined on any particular business day, then for the purpose lesser of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day.an amount equal to 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for costs incurred in performing this Agreement, except Agreement (plus interest earned on that amount in the course of such person’s business as an underwriter or brokerescrow account); or or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount in the 1940 Act and the rules promulgated thereunderescrow account (plus interest earned thereon).

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser VALIC shall pay to the SubSUB-Adviser ADVISER, as compensation for the services rendered and expenses paid by the SUB-ADVISER, a monthly fee or fees based on each Covered Fund’s average monthly net asset value computed for each Covered Fund as provided for herein and in the fee schedule attached hereto as Schedule A. Schedule A may be amended from time to time, provided that amendments are made in conformity with applicable laws and regulations and the XX XX Declaration and Bylaws. Any change in Schedule A pertaining to any new or existing Covered Fund(s) shall not be deemed to affect the interest of any other Covered Fund(s) and shall not require the approval of shareholders of any other Covered Fund(s). The average monthly net asset value shall be determined by taking the mean average of all of the determinations of net asset value, made in the manner provided in the XX XX Declaration, for each business day during a given calendar month. VALIC shall pay this fee for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days month as soon as practicable after the end of each calendar quarter.that month, but in any event no later than ten (10) business days following the end of the month. If the SUB-ADVISER serves for less than a whole month, the foregoing compensation shall be prorated. The payment of advisory fees related to the services of the SUB-ADVISER under this Agreement shall be the sole responsibility of VALIC and shall not be the responsibility of the Covered Fund(s). Notwithstanding any provision of this Section 2 to the contrary, the SUB-ADVISER hereby acknowledges and agrees that for the term of this Agreement all compensation earned by the SUB-ADVISER under this Agreement will be held in an interest-bearing escrow account (the “Escrow Account”) with the Covered Fund’s custodian, or such other bank as VALIC and the SUB-ADVISER may agree, pending the occurrence of one of the following events: (a) A “majority of the outstanding voting securities” of a Covered Fund (as defined in the 0000 Xxx) approves the proposed definitive investment sub-advisory agreement between VALIC and the SUB-ADVISER by the end of the 150 day maximum term of this Agreement (the “Approval Event”); or (b) The Adviser shall be responsible for payment of, A “majority of the outstanding voting securities” of the Fund (as defined in the 0000 Xxx) does not approve the proposed definitive investment sub-advisory agreement between VALIC and the SubSUB-Adviser agrees that it shall have no claim against ADVISER by the Trust or any Sub-Advised Fund respecting, end of the Sub-Adviser’s compensation under 150 day maximum term of this Agreement. . If the Approval Event occurs, then the amount in the Escrow Account (cincluding any interest earned) During will be paid to the term SUB-ADVISER. If the Approval Event does not occur, then upon termination of this Agreement, the SubSUB-Adviser ADVISER will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by promptly paid, out of the TrustEscrow Account, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis lesser of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for costs incurred in performing this Agreement, except Agreement (plus any interest earned on that amount while in the course of such person’s business as an underwriter or brokerescrow); or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount in the 1940 Act Escrow Account (plus any interest earned), and any remaining balance in such Escrow Account will be paid to the rules promulgated thereunderCovered Fund. The SUB-ADVISER acknowledges its agreement with the compensation limitations imposed by this Section and hereby waives any and all claims at law or in equity to any amount of compensation more than is specifically provided for in this Section.

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter as compensation therefor a monthly fee at an annual rate equal to 1.70% of the first $50 million of the average daily net asset value of the Sub-Advised Fund a fee computed in accordance with Assets, plus 1.50% of the Fee Schedule attached hereto and incorporated hereinnext $50 million of the average daily net asset value of the Sub-Advised Assets plus 1.30% of the average daily net asset value of the Sub-Advised Assets over $100 million. The payment Pertaining to Section 7, “Sub-Advised Assets” shall be made refer to the assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund, LoCorr Multi-Strategy Fund and any other Fund within three the Trust. The Sub-Advised Assets within the Trust are aggregated in determining the appropriate fee level(s) to be used in the fee calculation. This fee for each month will be paid to the Sub-Adviser during the succeeding month within five business days after the end month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser, which details the calculation of each calendar quarter. (b) the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and owing to the Sub-Adviser promptly after the termination of this Agreement as of the next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub-Adviser agrees to manage at least $200 million in the Funds’ Sub-Advised Assets and may increase this amount upon mutual consent of all parties. The Adviser shall be is solely responsible for the payment ofof the Sub-Adviser's fees, and the Sub-Adviser agrees that it shall have no claim against not to seek payment of its fees from the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this AgreementFunds. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each the calendar quarter of the each Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each the calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During Except as specified in Section 2.1(e), during the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundFunds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a fee computed value of the SAW Portfolio's average daily net assets set forth in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to A hereto, provided, however, that the Sub-Adviser within three business days may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the SAW Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to and retained by the Adviser will bear all expenses incurred and paid to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership with respect to the Fund) by it in connection the Trust with its services under this Agreementrespect to the SAW Portfolio. The Notwithstanding anything contained herein to the contrary, the Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share SAW Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the all services to be rendered, the facilities to be furnished and expenses paid or assumed by the payments to be made, Sub-Adviser as herein provided hereinfor the Fund, the parties hereto agree that Adviser will pay the Sub-Adviser quarterly, in arrears, a fee at the annual rate of 50% of the investment advisory fee. The "average daily net assets" of the Fund shall pay be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Sub-Adviser will receive a pro rata portion of such fee for any periods in which the Sub-Adviser advises the Fund less than a full quarter. The Fund shall not be liable to the Sub-Adviser for each calendar quarter the Sub-Adviser's compensation hereunder. Calculations of the Sub-Advised Adviser's fee will be based on average net asset values as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by it. Any such fee computed in accordance with reduction or undertaking may be discontinued or modified by the Fee Schedule attached hereto and incorporated hereinSub-Adviser at any time. The payment shall be made by the Adviser fees payable to the Sub-Adviser within three business days after by the end Adviser under this Sub-Investment Management Contract shall, upon receipt by the Adviser of each calendar quarter. its fees under the Investment Management Contract, be paid by the Adviser into an interest-bearing escrow account. If the holders of "a majority of the outstanding voting securities" (bas defined in the 1940 Act) The of the Fund have voted to approve a new Sub-Investment Management Contract with the Sub-Adviser by May 12, 2001, the fees paid by the Adviser into such escrow account (and interest thereon) shall be responsible for payment ofpaid to the Sub-Adviser. If such approval has not been obtained by May 12, 2001, this Sub-Investment Management Contract shall terminate and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on paid from the basis of escrow account the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shalllesser of: (i) act as agent and accept any compensation other than the costs incurred in performing its compensation provided for obligations under this Sub-Investment Management Contract (plus interest earned on that amount while in this Agreementescrow), except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount in the 1940 Act and the rules promulgated thereunderescrow account (plus interest earned).

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a fee computed value of the LSC Portfolio's average daily net assets set forth in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to A hereto; provided, however, that the Sub-Adviser within three business days may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the LSC Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to and retained by the Adviser will bear all expenses incurred and paid to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership with respect to the Fund) by it in connection the Trust with its services under this Agreementrespect to the LSC Portfolio. The Notwithstanding anything contained herein to the contrary, the Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share LSC Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. a. In full consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-adviser, from the fees received by the Adviser from the Fund in respect of the period in question and attributable to assets of the Fund for which the Sub-adviser is providing services hereunder, a fee at the annual rate of 0.3750.625% of the Fund’s net asset value, calculated on the same basis as the management fee received by the Adviser from the Fund. Such fee shall be paid to the Sub-adviser within 30 days of receipt by the Adviser of its management fee from the Fund. If the Sub-adviser shall serve for less than the whole of any calendar month, the foregoing compensation shall be prorated. b. In addition to the foregoing fee described in Section 3a. above, the Sub-adviser shall be entitled to receive from the Adviser, and the Adviser shall pay the Sub-adviser within a reasonable time after the end of each calendar year, an annual performance fee (athe “Performance Fee”) equal to the amount of the Performance Allocation, as such term is defined and calculated in the Fund’s limited liability company agreement included as part of the Registration Statement, provided, however, that if such limited liability company agreement is amended to change the amount or material terms relating to the Performance Allocation, the Performance Fee will be adjusted upon 90 days' prior written notice to the Sub-adviser. For the services to be renderedavoidance of doubt, the facilities Performance Fee payable to the Sub-adviser is not dependent on whether the Adviser is permitted to withdraw the Performance Allocation from the Fund. In addition, in the event of the termination of this Agreement, the Sub-adviser shall be furnished and entitled to receive from the payments Adviser the Performance Fee as of the date of termination, which Performance Fee generally will be paid within 45 days of the last calendar day of the month in which such termination occurred. Such date of termination shall also be the date of termination of the final Incentive Period with respect to be the Sub-adviser, as described in the limited liability company agreement. Within 30 days of completion of the audit of the books of the Fund for the year in which a Performance Allocation is made, as provided herein, the parties hereto agree that (1) the Adviser shall pay to the Sub-adviser any amount equal to the additional Performance Allocation, if any, that the Adviser for each calendar quarter has received from the Fund based on such audit; and (2) the Sub-adviser shall refund to the Adviser an amount equal to the amount of Performance Allocation previously made to the Adviser but determined based on such audit to be in excess of the amount that should have been allocated to the Adviser. cb. To the extent the Adviser serves as the investment adviser to any other registered investment company that employs a hedge fund of funds strategy (“Other Investment Company”): (1) the Adviser shall notify the Sub-adviser of the management and performance fees, if any,fee that it will receive from such Other Investment Company; and (2) if the Other Investment Company (i) is subject to a management fee structure (including management fees and any performance fees) that is identical to or higher than the fee structure applicable to the Fund, and (ii) with respect to which the Adviser (and/or its affiliates) receive advisory fees that, after deducting any fees paid to a sub-adviser of such Other Investment Company, are lower than an annual rate of 0.625% of such Other Investment Company’s net asset value, the Adviser shall increase the Sub-adviser’s compensation pursuant to this Agreement by an amount equal to the difference between (a) the annual fee rate the Adviser (and/or its affiliates) receives from the Fund after deduction of the Sub-Advised Fund a adviser’s fee computed in accordance with and (b) the Fee Schedule attached hereto and incorporated herein. The payment shall be made by annual fee rate the Adviser (and/or its affiliates) receives from the Other Investment Company after deducting the applicable sub-adviser’s fee. Notwithstanding the foregoing, in no event shall the Adviser pay to the Sub-Adviser within three business days after adviser a management fee in excess of an annual rate of 0.75% of the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-AdviserFund’s compensation net asset value under this Agreement. (c) During Section 3(cb), calculated on the term of this Agreement, same basis as the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred management fee received by the Trust, Adviser from the Sub-Advised Fund. In no circumstances shall this provision serve to increase the management fee paid by the Fund or to the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar quarter of the Sub-Advised Fund a fee computed in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to the Sub-Adviser within three business days after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, will pay the Sub-Adviser’s , as compensation under for services and expenses assumed hereunder, a fee as set forth in Schedule A for each Fund. Sub-advisory fees payable hereunder will be computed daily and paid monthly in arrears, within 30 calendar days after the related month end. If this Agreement. (c) During Agreement is effective subsequent to the term first day of the month, or if this AgreementAgreement is terminated, the Sub-Adviser fee provided in this section will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration computed on the basis of the number of days that in the month for which this Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, subject to a pro rata adjustment based on the net asset value is not required to be determined on number of days elapsed in the current month as a percentage of the total number of days in such month. The Sub-Adviser understands and agrees that neither the Trust nor the Funds has any particular business day, then liability for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account Sub-Adviser’s fee hereunder. Calculations of the Sub-Advised Fund, neither Adviser’s fee will be based on average net asset values as provided by the Adviser. (b) The compensation earned by and payable to the Sub-Adviser nor any officer, director, shareholder under this Agreement will be held in an interest-bearing escrow account with the Funds’ custodian or other affiliate a bank. Upon approval by the affirmative vote of a “majority of outstanding voting securities” (as defined in Section 2(a)(42) of the 1940 Act) of each Fund of a new Sub-Advisory Agreement (the “New Sub-Advisory Agreement”) by and between the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in the Adviser during the term of this Agreement, except the amount in the course escrow account (including any interest earned) will be paid to the Sub-Adviser. If the New Sub-Advisory Agreement is not approved, the Sub-Adviser will be paid out of such person’s business as an underwriter or brokerthe escrow account, the lesser of: (a) any costs incurred by the Sub-Adviser in performing its obligations under this Agreement (plus interest earned on that amount while in escrow); or (iib) act the total amount allocated to the Sub-Adviser in the escrow account (plus interest earned). All rights to compensation under this Agreement for services performed as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in termination date will survive the 1940 Act and the rules promulgated thereundertermination of this Agreement.

Compensation of the Sub-Adviser. a. In full consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-adviser, from the fees received by the Adviser from the Fund in respect of the period in question and attributable to assets of the Fund for which the Sub-adviser is providing services hereunder, a fee at the annual rate of 0.375% of the Fund’s net asset value, calculated on the same basis as the management fee received by the Adviser from the Fund. Such fee shall be paid to the Sub-adviser within 30 days of receipt by the Adviser of its management fee from the Fund. If the Sub-adviser shall serve for less than the whole of any calendar month, the foregoing compensation shall be prorated. b. In addition to the foregoing fee described in Section 3a. above, the Sub-adviser shall be entitled to receive from the Adviser, and the Adviser shall pay the Sub-adviser within a reasonable time after the end of each calendar year, an annual performance fee (athe “Performance Fee”) equal to the amount of the Performance Allocation, as such term is defined and calculated in the Fund’s limited liability company agreement included as part of the Registration Statement, provided, however, that if such limited liability company agreement is amended to change the amount or material terms relating to the Performance Allocation, the Performance Fee will be adjusted upon 90 days' prior written notice to the Sub-adviser. For the services to be renderedavoidance of doubt, the facilities Performance Fee payable to the Sub-adviser is not dependent on whether the Adviser is permitted to withdraw the Performance Allocation from the Fund. In addition, in the event of the termination of this Agreement, the Sub-adviser shall be furnished and entitled to receive from the payments Adviser the Performance Fee as of the date of termination, which Performance Fee generally will be paid within 45 days of the last calendar day of the month in which such termination occurred. Such date of termination shall also be the date of termination of the final Incentive Period with respect to be the Sub-adviser, as described in the limited liability company agreement. Within 30 days of completion of the audit of the books of the Fund for the year in which a Performance Allocation is made, as provided herein, the parties hereto agree that (1) the Adviser shall pay to the Sub-adviser any amount equal to the additional Performance Allocation, if any, that the Adviser for each calendar quarter has received from the Fund based on such audit; and (2) the Sub-adviser shall refund to the Adviser an amount equal to the amount of Performance Allocation previously made to the Adviser but determined based on such audit to be in excess of the amount that should have been allocated to the Adviser. c. To the extent the Adviser serves as the investment adviser to any other registered investment company that employs a hedge fund of funds strategy (“Other Investment Company”): (1) the Adviser shall notify the Sub-adviser of the management and performance fees, if any, that it will receive from such Other Investment Company; and (2) if the Other Investment Company (i) is subject to a fee structure (including management fees and any performance fees) that is identical to or higher than the fee structure applicable to the Fund, and (ii) with respect to which the Adviser (and/or its affiliates) receive advisory fees that, after deducting any fees paid to a sub-adviser of such Other Investment Company, are lower than an annual rate of 0.625% of such Other Investment Company’s net asset value, the Adviser shall increase the Sub-adviser’s compensation pursuant to this Agreement by an amount equal to the difference between (a) the annual fee rate the Adviser (and/or its affiliates) receives from the Fund after deduction of the Sub-Advised Fund a adviser’s fee computed in accordance with and (b) the Fee Schedule attached hereto and incorporated herein. The payment shall be made by annual fee rate the Adviser (and/or its affiliates) receives from the Other Investment Company after deducting the applicable sub-adviser’s fee. Notwithstanding the foregoing, in no event shall the Adviser pay to the Sub-Adviser within three business days after adviser a management fee in excess of an annual rate of 0.75% of the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-AdviserFund’s compensation net asset value under this Agreement. (c) During Section 3(c), calculated on the term of this Agreement, same basis as the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred management fee received by the Trust, Adviser from the Sub-Advised Fund. In no circumstances shall this provision serve to increase the management fee paid by the Fund or to the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services to be rendered, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall pay to the Sub-Adviser for each calendar quarter of the Sub-Advised Fund Trust's fiscal quarters on the last day of each such quarter: (i) with respect to the S&P 500 Variable Trust Index (also known as the Large Cap Equity Index Fund), a fee computed in accordance equal to 0.05% of the S&P 500 Variable Trust Index's average daily net assets during such quarter; (ii) with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser respect to the Sub-Adviser within three business days after Small Cap Variable Trust Index (also known as the end Small Cap Equity Index Fund), a fee equal to 0.10% of each calendar the Small Cap Variable Trust Index's average daily net assets during such quarter; and (iii) with respect to the International Variable Trust Index (also known as the International Equity Index Fund), a fee equal to 0.10% of the International Variable Trust Index's average daily net assets during such quarter. (b) The Adviser shall be responsible for payment of, and the Sub-Sub- Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Index Fund respecting, the Sub-Adviser’s 's compensation under this Agreementagreement. (c) During the term of this Agreementagreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreementagreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund Index Funds or the Adviser. 3.2 For the quarter and year in which this Agreement agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s 's Registration Statement and Declaration of Trust then currently in effectTrust, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised FundIndex Funds, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreementagreement, except in the course of such person’s 's business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the services provided and the expenses borne pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter as compensation therefor a monthly fee at an annual rate equal to 1.70% of the first $50 million of the average daily net asset value of the Sub-Advised Fund a fee computed in accordance with Assets, plus 1.50% of the Fee Schedule attached hereto and incorporated hereinnext $50 million of the average daily net asset value of the Sub-Advised Assets plus 1.30% of the average daily net asset value of the Sub-Advised Assets over $100 million. The payment Pertaining to Section 7, “Sub-Advised Assets” shall be made refer to the assets assigned by the Adviser to the Sub-Adviser for LoCorr Long/Short Equity Fund, LoCorr Multi-Strategy Fund and any other Fund within three the Trust. The Sub-Advised Assets within the Trust are aggregated in determining the appropriate fee level(s) to be used in the fee calculation. This fee for each month will be paid to the Sub-Adviser during the succeeding month within five business days after the end month-end, and payment will be made by bank wire transfer per instructions furnished by the Sub-Adviser. The monthly fee will also be accompanied by a statement from the fund accountant or the Adviser, which details the calculation of each calendar quarter. (b) the fee. In addition, upon termination of the Agreement, the monthly fee shall become due and owing to the Sub-Adviser promptly after the termination of this Agreement as of the next fee payment date; and the fee will be prorated for such fees owed and due through the termination date. The Sub-Adviser agrees to manage at least $200 million in the Fund’ Sub-Advised Assets and may increase this amount upon mutual consent of all parties. The Adviser shall be is solely responsible for the payment ofof the Sub-Adviser's fees, and the Sub-Adviser agrees that it shall have no claim against not to seek payment of its fees from the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this AgreementFund. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on the basis of the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the In consideration of services rendered pursuant to be renderedthis Agreement, the facilities to be furnished and the payments to be made, as provided herein, the parties hereto agree that the Adviser shall will pay to the Sub-Adviser for each calendar quarter a fee at the annual rate of the Sub-Advised Fund a fee computed value of the LSC Portfolio's average daily net assets set forth in accordance with the Fee Schedule attached hereto and incorporated herein. The payment shall be made by the Adviser to A hereto, provided, however, that the Sub-Adviser within three business days may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each calendar quarter. (b) The Adviser shall be responsible for payment of, and month. If the Sub-Adviser agrees that it shall have no claim against serve for less than the whole of any month, the foregoing compensation shall be prorated. For the purpose of determining fees payable to the Sub-Adviser, the value of the LSC Portfolio's net assets shall be computed at the times and in the manner specified in the Trust's Registration Statement. If the Adviser is required to reduce its fee or to reimburse the Trust because the expenses of the Fund exceed applicable state securities regulations or are in excess of any Sub-Advised Fund respectingvoluntary expense limitations set forth in the Trust's current Registration Statement, the Sub-Adviser’s compensation under this Agreement. (c) During 's fee hereunder shall be reduced by an amount equal to such excess expense multiplied by the term of this Agreement, ratio that the Sub-Adviser's fee hereunder bears to the sum of the fees paid to and retained by the Adviser will bear all expenses incurred and paid to BISYS Fund Services Limited Partnership (under the Trust's Administration Agreement with BISYS Fund Services Limited Partnership with respect to the Fund) by it in connection the Trust with its services under this Agreementrespect to the LSC Portfolio. The Notwithstanding anything contained herein to the contrary, the Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration compensated on the basis of the number a share of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose capital gains or upon capital appreciation of the foregoing computations, the net asset value of a share LSC Portfolio or any portion thereof except as last determined shall may be deemed to be the net asset value of a share as of the close of business on that dayauthorized by applicable law. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shall: (i) act as agent and accept any compensation other than its compensation provided for in this Agreement, except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed in the 1940 Act and the rules promulgated thereunder.

Compensation of the Sub-Adviser. (a) For the all services to be rendered, the facilities to be furnished and expenses paid or assumed by the payments to be made, Sub-Adviser as herein provided hereinfor the Fund, the parties hereto agree that Adviser will pay the Sub-Adviser quarterly, in arrears, a fee at the annual rate of 0.35% of the Fund's average daily net assets. The "average daily net assets" of the Fund shall pay be determined on the basis set forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the regulations promulgated thereunder. The Sub-Adviser will receive a pro rata portion of such fee for any periods in which the Sub-Adviser advises the Fund less than a full quarter. Fund shall not be liable to the Sub-Adviser for each calendar quarter the Sub-Adviser's compensation hereunder. Calculations of the Sub-Advised Adviser's fee will be based on average net asset values as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by it. Any such fee computed in accordance with reduction or undertaking may be discontinued or modified by the Fee Schedule attached hereto and incorporated hereinSub-Adviser at any time. The payment shall be made by the Adviser fees payable to the Sub-Adviser within three business days after by the end Adviser under this Sub-Investment Management Contract shall, upon receipt by the Adviser of each calendar quarter. its fees under the Investment Management Contract, be paid by the Adviser into an interest-bearing escrow account. If the holders of "a majority of the outstanding voting securities" (bas defined in the 1940 Act) The of the Fund have voted to approve a new Sub-Investment Management Contract with the Sub-Adviser by May 12, 2001, the fees paid by the Adviser into such escrow account (and interest thereon) shall be responsible for payment ofpaid to the Sub-Adviser. If such approval has not been obtained by May 12, 2001, this Sub-Investment Management Contract shall terminate and the Sub-Adviser agrees that it shall have no claim against the Trust or any Sub-Advised Fund respecting, the Sub-Adviser’s compensation under this Agreement. (c) During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement. The Sub-Adviser shall not be responsible for any expenses incurred by the Trust, the Sub-Advised Fund or the Adviser. 3.2 For the quarter and year in which this Agreement becomes effective or terminates there shall be a proration on paid from the basis of escrow account the number of days that the Agreement is in effect during the quarter and year respectively. 3.3 If, pursuant to the Trust’s Registration Statement and Declaration of Trust then currently in effect, the net asset value is not required to be determined on any particular business day, then for the purpose of the foregoing computations, the net asset value of a share as last determined shall be deemed to be the net asset value of a share as of the close of business on that day. 3.4 In connection with purchases or sales of portfolio securities for the account of the Sub-Advised Fund, neither the Sub-Adviser nor any officer, director, shareholder or other affiliate of the Sub-Adviser shalllesser of: (i) act as agent and accept any compensation other than the costs incurred in performing its compensation provided for obligations under this Sub-Investment Management Contract (plus interest earned on that amount while in this Agreementescrow), except in the course of such person’s business as an underwriter or broker; or (ii) act as broker and accept any commission, fee, or other remuneration in excess of the limits prescribed total amount in the 1940 Act and the rules promulgated thereunderescrow account (plus interest earned).