Common use of COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER Clause in Contracts

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly at the annual rate of 0.75% of the Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee in respect of each of the Funds, computed and paid monthly at the following annual rate rates (based on the assets of 0.75each Fund taken separately): 0.22% of the first $500 million of the Fund’s 's average net asset valueassets; 0.20% of the next $500 million; 0.175% of the next $1 billion; 0.16% of the next $1 billion; and 0.15% of any amounts over $3 billion. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on for each month within 7 days after the first day close of each fiscal month for services performed hereunder during the prior fiscal such month and shall commence accruing as of the date of the initial issuance of shares of the Fund Trust to the public. The fees payable by the Trust to the Manager pursuant to this Section 3 shall be reduced by any commissions, fees, brokerage, or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Trust, less any direct expenses approved by the Trustees incurred by the Manager or any affiliate of the Manager in connection with obtaining such payments. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee in respect of each of the Funds, computed and paid monthly at the following annual rate rates (based on the assets of 0.75each Fund taken separately): 0.22% of the first $500 million of the Fund’s 's average net asset valueassets; 0.20% of the next $500 million; 0.175% of the next $1 billion; 0.16% of the next $1 billion; and 0.15% of any amounts over $3 billion; provided, however, that for purposes of determining the annual rate at which such fee will be computed and paid, a Fund's assets will be deemed to include the assets of, in the case of Cash Resource Money Market Fund, Mentor Money Market Portfolio; in the case of Cash Resource U.S. Government Money Market Fund, Mentor U.S. Government Money Market Portfolio; and in the case of Cash Resource Tax-Exempt Money Market Portfolio, Mentor Tax- Exempt Money Market Portfolio, each of which Portfolios is a series of shares of Mentor Funds. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on for each month within 7 days after the first day close of each fiscal month for services performed hereunder during the prior fiscal such month and shall commence accruing as of the date of the initial issuance of shares of the Fund Trust to the public. The fees payable by the Trust to the Manager pursuant to this Section 3 shall be reduced by any commissions, fees, brokerage, or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Trust, less any direct expenses approved by the Trustees incurred by the Manager or any affiliate of the Manager in connection with obtaining such payments. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly quarterly at the annual rate listed in Appendix A of 0.75% of the each Fund’s 's average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the each Fund to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s 's or other person’s 's responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund Funds in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (iiand(ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementContract, fees computed and paid monthly at the following annual rate rates of 0.75% of the a Fund’s average net asset value: Xxxxxxxx Emerging Markets Small Cap Fund – 1.25% and Xxxxxxxx Global Strategic Bond Fund – 0.29%. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the each Fund to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement Contract is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this AgreementContract, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement Contract to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the any Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementContract, fees computed and paid monthly at the following annual rate rates of 0.75% of the a Fund’s average net asset value: Xxxxxxxx Emerging Markets Multi-Cap Equity Fund — 1.00% and Xxxxxxxx Emerging Markets Multi-Sector Bond Fund — 0.75%. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the each Fund to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement Contract is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this AgreementContract, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement Contract to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the any Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees in respect of each of the Funds, computed and paid monthly quarterly at the following annual rate rates (based on the assets of each Fund taken separately): Schroder Equity Value Fund -- 0.75% of the Fund’s average net asset value Schroder Small Capitalization Value Fund -- 0.95% of average net asset value Schroder High Yield Income Fund -- 0.90% of average net asset value Schrxxxx Xxxestment Grade Income Fund -- 0.50% of average net asset value Schroder Short-Term Investment Fund -- 0.40% of average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund Trust to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly quarterly at the annual rate of 0.751.00% of the Fund’s 's average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s 's or other person’s 's responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (iiand(ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Funds, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the following annual rate rates applicable to the average daily net asset value of each Fund:* Annual Percentage Fund Rate The Equitable Balanced Fund, The Equitable Growth Fund, The Equitable Conservative Investors Fund and The Equitable Growth Investors Fund 0.75% of The Equitable Short-Term U.S. Government Fund 0.55% Such fee computed with respect to the Fund’s average net asset valuevalue of a Fund shall be paid from the assets of such Fund. Such average daily net asset value of each Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the any Fund for any fiscal year (not including any distribution expenses paid by such Fund ____________________ * The names of the other Funds (and their annual percentage rates) included in the form of current Investment Advisory Agreement relating to the Growth Fund and the Balanced Fund are not shown. pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the such Fund are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to such Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume bear the expenses of the Fund, such Fund to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly at the annual rate of 0.750.55% of the each Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund in question to the public. In the event that expenses of the a Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the a Fund exceed any expense limitation that the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly quarterly at the annual rate of 0.750.80% of the Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (iiand(ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementContract, fees computed and paid monthly at the following annual rate rates of 0.75% of the a Fund’s average net asset value: Xxxxxxxx Emerging Markets Small Cap Fund — 1.25% and Xxxxxxxx Short Duration Bond Fund — 0.29%. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the each Fund to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement Contract is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this AgreementContract, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement Contract to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the any Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.80% of the value of the Fund's average daily net assets up to $100 million, 0.75% of the value of the Fund’s 's average daily net asset valueassets between $100 million and $200 million, 0.70% of the value of the Fund's average daily net assets between $200 million and $400 million, 0.65% of the value of the Fund's average daily net assets between $400 million and $500 million and 0.575% of the value of the Fund's average daily net assets over $500 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.750.65% of the value of the Fund’s 's average daily net asset valueassets up to $500 million and 0.50% of the value of the Fund's average daily net assets over $500 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.a

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementContract, fees computed and paid monthly at the annual rate of 0.750.33% of the Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement Contract is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this AgreementContract, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement Contract to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.75% of the value of the Fund’s 's average daily net asset valueassets up to $500 million and 0.65% of the value of the Fund's average daily net assets over $500 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.750.60% of the value of the Fund’s 's average daily net asset valueassets up to $500 million and 0.50% of the value of the Fund's average daily net assets over $500 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.a

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementContract, fees computed and paid monthly at the annual rate of 0.750.33% of the each Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the each Fund to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement Contract is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this AgreementContract, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement Contract to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the any Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees in respect of each of the Funds, computed and paid monthly quarterly at the following annual rate rates (based on the assets of each Fund taken separately): Schroder Large Capitalization Equity Fund -- 0.75% of the Fund’s average net asset value. value Schroder Small Capitalization Value Fund -- 0.95% of average net asset value Xxxxxxxx Investment Grade Income Fund -- 0.50% of average net asset value Schroder Short-Term Investment Fund -- 0.40% of average net asset value Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund Trust to the public. In the event that expenses of the any Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the that Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the any Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the that Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this Agreement, fees computed and paid monthly quarterly at the annual rate of 0.750.90% of the Fund’s average net asset value. Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during such month quarter at the close of business on each business day during such month quarter in which this Contract is in effect. Such fees shall be payable monthly in arrears on the first day of for each fiscal month for services performed hereunder during quarter within 30 days after the prior fiscal month close of such quarter and shall commence accruing as of the date of the initial issuance of shares of the Fund to the public. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of the Fund, to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a monthquarter, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Fund will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate (based on the number of 0.75days elapsed through the end of the month) equal to the lesser of (i) .50% of the Fund’s average net asset value. Such average 's net asset value shall be determined by taking an average of all as of the determinations of such net asset value during such month at the close of business on each last business day during such of the month and (ii) the rate at which (A) the excess of (I) the fee paid by the Fixed Income Fund to CIML over (II) the fee paid by CIML to any subadviser with respect to the Fixed Income Fund equals (B) the excess that would have existed under the advisory and subadvisory fee schedules in effect with respect to the Fixed Income Fund prior to November 1, 1996 (copies of which this Contract is in effectare attached as Exhibits A and B hereto). Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.80% of the value of the Fund's average daily net assets up to $100 million, 0.75% of the value of the Fund’s 's average daily net asset valueassets between $100 million and $200 million, 0.70% of the value of the Fund's average daily net assets between $200 million and $400 million, 0.65% of the value of the Fund's average daily net assets between $400 million and $500 million and 0.575% of the value of the Fund's average daily net assets over $500 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.a

COMPENSATION TO BE PAID BY THE TRUST TO THE MANAGER. The Trust Trust, on behalf of the Fund, will pay to the Manager as compensation for the Manager’s 's services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to this AgreementSection 1, fees a fee, computed and paid monthly at the annual rate of 0.750.95% of value of the Fund's average daily net assets up to $200 million and 0.875% of the value of the Fund’s 's average daily net asset valueassets over $200 million. Such average daily net asset value of the Fund shall be determined by taking an average of all of the determinations of such net asset value during such month at the close of business on each business day during such month in which while this Contract is in effect. Such fees fee shall be payable monthly in arrears on for each month within five (5) business days after the first day end of each fiscal month for services performed hereunder during the prior fiscal month and shall commence accruing as of the date of the initial issuance of shares of the Fund to the publicsuch month. In the event that expenses of the Fund for any fiscal year (not including any interest, taxes, brokerage, extraordinary expenses or distribution expenses paid by the Fund pursuant to any distribution plan) should exceed the expense limitation on investment company expenses imposed enforced by any statute or regulatory authority of any jurisdiction in which shares of the Fund Trust are qualified for offer or and sale, the compensation due the Manager for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation that which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall assume expenses of bear the Fund, 's expenses to the extent required by such expense limitation. The Manager shall not be required to reimburse any amount in excess of the compensation paid to it pursuant to Section 3. If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated. In the event that this Agreement is terminated, the Manager shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to its successor as designated by the Trust the original or copies of all accounts and records maintained by the Manager under this Agreement, and cooperating with, and providing reasonable assistance to its successor in the establishment of the accounts and records necessary to carry out the successor’s or other person’s responsibilities. Notwithstanding anything in this Agreement to the contrary, the Manager and its affiliated persons may receive compensation or reimbursement from the Trust with respect to (i) the provision of services on behalf of the Fund in accordance with any distribution plan adopted by the Trust pursuant to Rule 12b-l under the 1940 Act, and (ii) the provision of shareholder support or other services, including fund accounting services.