Common use of Fee Adjustments Clause in Contracts

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. 1. Wholesaling Personnel Services Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. 1. Wholesaling Personnel Services Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employeeemployee attributable to services rendered to the Trust; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor)) to the extent related directly to services rendered to the Trust. In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable.. Services Fees 1. Wholesaling Personnel Services Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. 1. Wholesaling Personnel Services Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or (b) if of five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “"All Services Less Rent of Shelter,” " or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. . SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES SERVICES FEES -------- ---- 1. Wholesaling Personnel Services WHOLESALING PERSONNEL WHOLESALING PERSONNEL SERVICES FEES SERVICES Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the external wholesalers and/or Wholesaling Personnel employed by the internal wholesalers. Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: Services include soliciting (i) all compensation paid annually by the support of the Funds with Distributor to the employee; plus selling broker dealers; participating in promotional (ii) a management oversight fee equal to: meetings, presentations, conferences and other and (a) if one to four Wholesaling Personnel forums; identifying high are employed, 30% of the salary potential personnel of the compensation and 5% of the bonus or Adviser and selling broker commission compensation, or dealers; and assisting with mail solicitations and (b) if five or more Wholesaling Personnel literature fulfillment. are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.plus

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “"All Services Less Rent of Shelter,” " or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. . SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES SERVICES FEES -------- ---- 1. Wholesaling Personnel Services WHOLESALING PERSONNEL SERVICES WHOLESALING PERSONNEL SERVICES FEES Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the external wholesalers and/or Wholesaling Personnel employed by the internal wholesalers. Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: Services include soliciting (i) all compensation paid annually by the support of the Funds with selling Distributor to the employee; plus broker dealers; participating in promotional meetings, (ii) a management oversight fee equal to: presentations, conferences and other and forums; identifying (a) if one to four Wholesaling high potential personnel of the Personnel are employed, 30% of the Adviser and selling broker salary compensation and 5% of the dealers; and assisting with mail bonus or commission compensation, solicitations and literature or fulfillment. (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.plus

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “"All Services Less Rent of Shelter,” " or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. . SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES SERVICES FEES -------- ---- 1. Wholesaling Personnel Services WHOLESALING PERSONNEL SERVICES WHOLESALING PERSONNEL SERVICES FEES Wholesaling Personnel may be external For each individual constituting the wholesalers and/or internal wholesalers. Wholesaling Personnel employed by the Distributor pursuant to this Agreement, Services include soliciting support of the the Distributor shall receive annually an Funds with selling broker dealers; amount equal to the sum of: participating in promotional meetings, presentations, conferences and other and (i) all compensation paid annually by the forums; identifying high potential personnel Distributor to the employee; plus of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: literature fulfillment. (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.plus

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. 1. Wholesaling Personnel Services Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus (iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel. 2. Marketing and Related Services Marketing Execution: services include identification and development of appropriate marketing and communications programs, projects and other initiatives; collaboration on initiating, researching, developing, and delivering appropriate sales and marketing materials; and management of marketing and advertising projects. Performance Reporting: services include creation of templates for monthly fact sheets and quarterly fact sheets; populating templates with performance data obtained from third parties; and coordinating steps needed for final printing and distribution. Creative Communication and Editorial Services: services include preparing drafts of textual commentary and management discussion and analysis for annual; and semi-annual reports, including portfolio manager interviews; providing creative design and direction; and coordinating production, including typesetting (initial composition and changes to composition), charts and ancillary items. Production Timing: · No timing guarantees can be made for completion of monthly and quarterly fact sheets where any of the information needed to produce the reports is generated by service providers other than the Distributor. However, a basic estimate of turnaround time may be given based upon when the unit receives all necessary data in good order. Under normal conditions, the Performance Reporting unit expects to make proofs ready for review (either printed or electronic PDF format) by the 4th business day after the final piece of data is received. If compliance review is necessary (e.g., when Morningstar ratings data is used) an additional 2 days may be required for review. · Printing turnaround (once the factsheets are signed-off by the client) is usually approximately 4-5 calendar days with most jobs shipping by the 5th day. · If requested, final electronic PDF files may be generated and e-mailed on the day the job is signed-off on by the client. These PDFs may be distributed and printed as necessary until the final printed pieces arrive. Marketing and Related Services Fees Marketing Execution: Quote available upon request. Performance Reporting Monthly Reports Monthly Updating and Typesetting -- $850 - $1,000 per sheet per month (for an All-in-One style report) Initial Design and Setup (1-time charge) -- $500 per sheet Quarterly Reports Quarterly Updating and Typesetting -- $300 - $350 per Fund sheet per Share Class per quarter Initial Design and Setup per Fund sheet (1-time charge) -- $500 per Fund sheet Annual & Semi-Annual Reports Coordination: · $3,000 Initial Fee (includes Chairman’s Letter and 1st Fund) · $500 for each additional Fund NOTE: The above charges do not include the typesetting, printing, shipping, fulfillment, Exxxx filing or quick-turnaround charges that may be incurred from the financial printer. The above fees are for coordinating the project only. Creative Communication and Editorial Services Quote available upon request. 3. FRC Services FRC’s program components include: -Market Analytics Publications -Advanced Research Publications -Analyst Support -SME Direct Access The Company acknowledges that certain FRC publications may be provided only to parties that have entered into a written agreement or addendum that sets forth the terms of use of such publications and the associated fee. The Company will notify the Distributor whether the Company or the Adviser or both will enter into such an agreement or addendum. The Company acknowledges that if only one of the Company or the Adviser enters into such agreement or addendum, the other party will be prohibited from receiving or using such publications. FRC

Fee Adjustments. The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “"All Services Less Rent of Shelter,” " or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. . SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES SERVICES ------------------------------------------------------------------ 1. Wholesaling Personnel Services WHOLESALING PERSONNEL SERVICES Wholesaling Personnel may be external wholesalers and/or internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. Wholesaling Personnel Services Fees FEES --------------------------------------------------------------- WHOLESALING PERSONNEL SERVICES FEES For each individual constituting the Wholesaling Personnel employed by the Distributor pursuant to this Agreement, the Distributor shall receive annually an amount equal to the sum of: : (i) all compensation paid annually by the Distributor to the employee; plus plus (ii) a management oversight fee equal to: : (a) if one to four Wholesaling Personnel are employed, 30% of the salary compensation and 5% of the bonus or commission compensation, or or (b) if five or more Wholesaling Personnel are employed, 25% of the salary compensation and 5% of the bonus or commission compensation; plus plus (iii) 18% of the total compensation (covering costs of the Distributor’s 's employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel.