Common use of FEES; EXPENSES; EXPENSE REIMBURSEMENT Clause in Contracts

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Amended and Restated Declaration of Trust ("Declaration of Trust") or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, service organization fees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of exceed any state having jurisdiction over the Company) exceed the applicable expense limitations of any such statelimitation, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to any investment adviser under the its Investment Advisory Agreement between Investors Management Group and with the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, ; provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of required by any state having jurisdiction over the Company so requireapplicable regulation. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner manner, described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons and provide such facilities and equipment as the Administrator may believe to be particularly fitted to assist it the Administrator in the its performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, service organization fees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, bear directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds, except for such costs incurred in connection with activities described in the Trust's Distribution Agreement adopted pursuant to Rule 12b-1 under the 1940 Act. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the . Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Fifth Third Bank under the Investment Advisory Agreement Agreements between Investors Management Group Fifth Third Bank and the Companytrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, service organization fees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Banc One Investment Advisors Corporation under the Investment Advisory Agreement Agreements between Investors Management Group Banc One Investment Advisors Corporation and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's ’s Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' ’ fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' ’ and Directors' ’ reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Miles Capital under the Investment Advisory Agreement between Investors Management Group Miles Capital and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) For the services rendered and expenses assumed for the Portfolios pursuant to this Agreement, each of the Funds will pay the Administrator shall be entitled to fees as set forth in the fee schedule on Attachment C of this Agreement. Such fees are to be paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. . (b) The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted fit to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyIMIT. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds IMIT in such respect. (c) The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Portfolios will be borne by the Portfolios or other parties, including taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that that, except as provided in any distribution plan adopted by IMIT, the Funds Portfolios will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsPortfolios. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateIn addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Board, to obtain securities prices in connection with determining the net asset values of the Portfolios, and a Portfolio will reimburse such Fund the Administrator for a portion its share of the cost of such excess expenses equal to such excess times the ratio services based upon its actual use of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion benefit of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisPortfolio.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed ------------------------------------- pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such sub-administrator or such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator or the Fund may retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub- administrator by the Administrator or the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub- administrator retained by the Administrator or the Fund may be paid either by the Adminstrator or by the Fund. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered and expenses assumed to the Trust and/or a Portfolio pursuant to this Agreement, each of Agreement the Funds will Trust shall pay the Administrator Unified on the first business day of each month, or at such time(s) a monthly basis those fees determined as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A heretoExhibit G to this Agreement. Unified reserves the right to negotiate with the applicable investment adviser the fees with respect to each Portfolio, and the fees applicable to each Portfolio will be set forth on an Exhibit G applicable to that Portfolio. The fee for the period fees set forth on Exhibit G may be adjusted from the day time to time by agreement of the month this Agreement parties. The annual minimum fees are subject to an annual cost of living adjustment based on the prior year’s annual minimum fees. The cost of living adjustment is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. described in more detail on Exhibit G. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according equal to the proportion which such period bears to fee normally due for the full monthly period and shall be payable payable, without setoff, upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to the Administratorcalculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator Board. (c) Unified will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted appropriate to assist it Unified in the performance of this Agreement. Such person or persons may be partnersExcept as otherwise expressly provided in this Agreement, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons for such employment shall be paid by the Administrator Unified and no obligation may will be incurred by or on behalf of the Funds Trust in such respect. Other If any such person or persons are employed or designated as officers by both Unified and the Trust, Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of Unified, and the Trust shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Trust. If Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of the Trust, Unified shall not be responsible for any action or omission of any such person(s) while such person is rendering or deemed to be rendering services to the Trust or acting on business of the Trust. Unified Fund Services, Inc. 9/25/08 Valued Advisers Trust. - 5 (d) Unified will bear all of its own expenses incurred by reason of its performance of the services required under this Agreement, except as otherwise expressly provided in this Agreement. The Trust agrees to promptly reimburse Unified for any equipment and supplies specially ordered by or for the Trust through Unified and for any other expenses not contemplated by this Agreement that Unified may incur on the Trust’s behalf, at the Trust’s request or as consented to by the Trust. Such other expenses to be incurred in the operation of the Funds including Trust and to be borne by the Trust, include, but are not limited to: taxes, ; interest, ; brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator Unified or the investment advisor or distributor for the Funds, commission fees Unified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and renewal fees and expenses, investment other charges; advisory fees, custodian fees, transfer ; Trust chief compliance officer expenses; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside errors and inside omissions and directors and officers premiums; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, Trust; expenses of printing and production costs of Shareholders' and Directors' shareholders’ reports and meetings proxy statements and materials; costs and expenses of Trust stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder and Board meetings; and any extraordinary expenses and other customary mutual fund expenses. In addition, Unified may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services, in connection with determining the net asset values of the Portfolios, and the Trust will be borne by charged according to the Funds; provided, however, that the Funds will not bear, directly or indirectly, Trust’s share of the cost of any activity such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that the Trust may contract with its own pricing service and cause such information to be timely provided to Unified, and is under no obligation to avail itself of the service(s) contracted by Unified. The Trust retains sole responsibility for the pricing of securities that are not actively traded, and shall similarly be responsible for the valuation of odd lot securities (including bonds). To the extent Unified shall render assistance in good faith valuation of a security held by a Portfolio, the Trust shall bear Unified’s costs and pay Unified for its assistance at its normal hourly rate then in effect. (e) The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at Unified's standard rates or at such other rate as agreed by the parties. The parties acknowledge that the Trust is under no obligation to avail itself of third party services through Unified, and is free to choose its own service provider, so long as such choice does not cause additional work on Unified's part. (f) All fees, out-of-pocket expenses or additional charges of Unified shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. No fees, out-of-pocket expenses or other charges set forth in this Agreement shall be subject to setoff. Unified will render, after the close of each month in which is primarily intended to result services have been furnished, a statement reflecting the charges for such month. Charges remaining unpaid after thirty (30) days shall bear interest at the rate of 1.5% per month (including specific amounts which are contested in good faith by the Trust as provided in the distribution of shares of the Funds. If in any fiscal year the aggregate next paragraph, unless such amounts prove not to be payable), and all costs and expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations effecting collection of any such statecharges and interest, including reasonable attorney’s fees, shall be paid by the Administrator will reimburse Trust to Unified. In the event that the Trust is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Trust as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Trust by Unified. The Trust must notify Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such Fund for amounts, and the notice shall contain a portion of such excess expenses equal to such excess times the ratio description of the fees respecting such Fund otherwise payable grounds for the objection sufficient to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder permit an investigation and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount determination of its fees hereunder for accuracy. Amounts contested in good faith in writing within such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily 30-day period are not due and reconciled payable while they are being investigated; uncontested amounts remain due and paid on a monthly basispayable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such sub-administrator or such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator or the Fund may retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub-administrator by the Administrator or the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub-administrator retained by the Administrator or the Fund may be paid either by the Administrator or by the Fund. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the lesser of (a) the fee calculated at the applicable annual rate set forth on Schedule A heretohereto or (b) such other fee as may from time to time be agreed upon in writing by the Trust and the Administrator. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, officers or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or -------------------------------------------------------------------------------- 2 3 THE HIGHMARK GROUP MANAGEMENT AND ADMINISTRATION AGREEMENT -------------------------------------------------------------------------------- employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses expense will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and to The Bank of California, N.A. (the Investors Management Group "Bank"), under the Investment Advisory Agreement Agreements between Investors Management Group the Bank and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner manner, described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fundassets. The Administrator will from time to time employ or associate with itself such person or persons and provide such facilities and equipment as are reasonably necessary for the Administrator may believe to be particularly fitted to assist it in the performance of perform this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons shall be paid by the Administrator Administrator, and no obligation may be incurred on behalf of the Funds Trust in such respect. Other expenses to be incurred in the operation of the Trust will be borne by the Funds including including, but not limited to, taxes, interest, brokerage fees and commissions, if any, ; fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission ; Commission fees and state Blue Sky qualification and renewal fees and expenses, ; investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, ; fund accounting fees including pricing of portfolio securities, service organization fees, certain insurance premiums; outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, ; costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings meetings; dividend expenses on short sales and any extraordinary expenses will be borne by the Fundsexpenses; provided, however, that the Funds will not bear, bear directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If , except for such costs incurred in any fiscal year connection with activities described in the aggregate expenses of a particular Fund (as defined Trust's Distribution Agreement adopted pursuant to Rule 12b-1 under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis1940 Act.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds Fund will pay the Administrator Fairfield on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, month a fee computed daily and paid as specified below equal to the fee calculated at the applicable an annual rate set forth on Schedule A heretoof .25% of the Fund's average daily net assets. Net asset value shall be computed at least once a day. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the AdministratorFairfield, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the CompanyFund's Prospectus or Articles of Incorporation and Registration Statement of Additional Information respecting that Fund as in effect from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fundtime. The Administrator Fairfield will from time to time employ or associate with itself such person or persons as the Administrator Fairfield may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator Fairfield and the CompanyFund. The compensation of such person or persons shall be paid by the Administrator Fairfield and no obligation may be incurred on behalf of the Funds Fund in such respect. Fairfield will bear all expenses in connection with the performance of its services under this Agreement. Other expenses to be incurred in the operation of the Funds including Fund including, if applicable, taxes, interest, any brokerage fees and commissions, if any, fees of Directors directors who are not partners, officers, directors, shareholders or employees of the Administrator Fairfield or the Fund's investment advisor adviser or distributor for the Fundsdistributor, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of the custodian and transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesagent, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees expenses, costs of compiling data for, preparing for execution and expensesfiling all of the Fund's Federal and State tax returns and required tax filings, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and meetings corporate meetings, costs of obtaining market quotations for certain portfolio securities, costs of preparing State Blue Sky filings, and any extraordinary expenses will be borne by the FundsFund; provided, however, that the Funds Fund will not bear, directly or indirectly, indirectly the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If Fund; and further provided, that if the total expenses borne by the Fund in any fiscal year of the aggregate expenses of a particular Fund (as defined under the securities regulations of exceed any state having jurisdiction over the Company) exceed the expense limitations of any such stateimposed by applicable state securities laws or regulations, the Administrator Fairfield will reimburse such the Fund for a portion of such excess expenses equal to the amount of such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator Fairfield hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator Fairfield hereunder and the Investors Management Group under the New Jersey National Bank pursuant to an Investment Advisory Agreement between Investors Management Group it and the CompanyFund. The expense reimbursement obligation of Fairfield to reimburse the Administrator Fund hereunder is limited in any fiscal year of the Fund to the amount of its fees Fairfield's fee hereunder for such fiscal year, ; provided, however, that notwithstanding the foregoing, the Administrator Fairfield shall reimburse a particular the Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities laws or regulations of any state having jurisdiction over the Company Fund so require. Such Any such expense reimbursement, if any reimbursements will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the lesser of (a) the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The 4 Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost costs of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to AmSouth Bank of Alabama, formerly AmSouth Bank, N.A., under the Investment Advisory Agreement Agreements between Investors Management Group AmSouth Bank, N.A. and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, pricing service fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesfees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate the Trust's existence, typesetting type-setting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings meetings, fees incurred under the Trust's Distribution and Shareholder Service Plan and Administrative Services Plan and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to 1st Source Bank under the Investment Advisory Agreement between Investors Management Group 1st Source Bank and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered and expenses assumed to the Fund pursuant to this Agreement the Fund shall pay the Transfer Agent monthly fees determined as set forth in Schedule A to this Agreement, each . Such fees are to be billed monthly and shall be due and payable upon receipt of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodinvoice. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according to the proportion which such period part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to calculated as a function of the AdministratorFund's assets, the value of the Fund's assets and net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectuses, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator Transfer Agent will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted appropriate to assist it the Transfer Agent in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed or designated as officers by both the Administrator Transfer Agent and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Transfer Agent and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Transfer Agent will bear all of its own expenses in connection with the performance of the services under this Agreement except as otherwise expressly provided herein. Other The Fund agrees to promptly reimburse the Transfer Agent for any equipment and supplies specially ordered by or for the Fund through the Transfer Agent and for any other expenses not contemplated by this Agreement that the Transfer Agent may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds including Fund and to be borne by the Fund, include, but are not limited to: taxes, ; interest, ; brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator Service Agent, or the Fund's investment advisor adviser or distributor for the Funds, commission fees distributor; SEC and state Blue Sky registration and qualification and renewal fees and expenses, investment advisory fees, custodian levies, fines and other charges; advisory and administration fees, transfer ; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside ; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund (the Fund's distributor to bear the expense of all other printing, production, and distribution of prospectuses, statements of additional information, and marketing materials); expenses of printing and production costs of Shareholders' and Directorsshareholders' reports and meetings proxy statements and materials; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder, and Board meetings; and any extraordinary expenses will be borne and other customary Fund expenses. In addition, the Service Agent may utilize one or more independent pricing services, approved from time to time by the Funds; providedBoard, howeverto obtain securities prices and to act as backup to the primary pricing services, that in connection with determining the Funds net asset values of the Fund, and the Fund will not bear, directly or indirectly, reimburse the Service Agent for the Fund's share of the cost of any activity which is primarily intended such services based upon the actual usage, or a pro-rata estimate of the use, of the services for the benefit of the Fund. (e) The Fund may request additional services , additional processing, or special reports. Such requests may be provided by the Transfer Agent at additional charges. In this event, the Fund shall submit such requests in writing together with such specifications as may be reasonably required by the Transfer Agent, and the Transfer Agent shall respond to result such requests in the distribution form of shares a price quotation. The Fund's written acceptance of the Fundsquotation must be received prior to implementation of such request. If Additional services will be charged at the Transfer Agent's standard rates. (f) All fees, out-of-pocket expenses, or additional charges of the Transfer Agent shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. The Transfer Agent will render, after the close of each month in any fiscal which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days shall bear interest in finance charges equivalent to, in the aggregate, the Prime Rate (as determined by U.S. Trust Company of New York) plus two (2) points per year the aggregate and all costs and expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations effecting collection of any such statesums, including reasonable attorney's fees, shall be paid by the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder Transfer Agent. In the event that the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty days' written notice to the aggregate fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyTransfer Agent. The expense reimbursement obligation Fund must notify the Transfer Agent in writing of the Administrator is limited to the amount any contested amounts within thirty (30) days of its fees hereunder receipt of a billing for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so requireamounts. Such expense reimbursement, if any will be estimated daily Disputed amounts are not due and reconciled and paid on a monthly basispayable while they are being investigated.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Fund, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, be entitled to a fee as provided for in Attachment A of this agreement. Such fees are to be computed daily and paid as specified below equal to monthly within the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day first fifteen days of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodfollowing month. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of officers and Directors who are not partners, officers, directors, shareholders or employees of the Administrator Administrator, or the Fund's investment advisor adviser or distributor for the FundsFund, commission SEC fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing charges of portfolio securitiescustodians, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of the Fund. The Fund will reimburse such Fund the Administrator for a portion its share of the cost of such excess expenses equal to such excess times the ratio services based upon its actual use of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisservices.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the lesser of (a) the fee calculated at the applicable annual rate set forth on Schedule A heretohereto or (b) such other fee as may from time to time be agreed upon in writing by the Trust and Administrator. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Hawaiian Trust Company, Limited under the Investment Advisory Agreement Agreements between Investors Management Group Hawaiian Trust Company, Limited and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of each class of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partnersdirectors, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds Funds, including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or Administrator, the investment advisor adviser, investment sub-adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesfees, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.including

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed ------------------------------------- pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such sub-administrator or such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator or the Fund may retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub- administrator by the Administrator or the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub- administrator retained by the Administrator or the Fund may be paid either by the Adminstrator or by the Fund. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the -5- Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) For the services rendered and expenses assumed for the Fund pursuant to this Agreement, each of the Funds will pay the Administrator shall be entitled to an annual fee as outlined in Attachment C. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. . (b) The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted fit to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (c) The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund will be borne by the Fund or other parties, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and members of the Board who are not partners, officers, directors, shareholders or employees of the Administrator Administrator, or the Fund's investment advisor adviser or distributor for the Fundsdistributor, commission SEC fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian XXXXX filing fees, transfer processing services and dividend disbursing agents' related fees, fund accounting fees advisory and administration fees, charges and expenses of pricing and data services, independent public accountants and custodians, insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, printing and production costs of Shareholders' and Directorsshareholders' reports and meetings corporate meetings, cost and expenses of Fund stationery and forms; costs of special telephone and data lines and devices; trade association dues and expenses; and any extraordinary expenses will be borne by the Fundsand other customary Fund expenses; provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateIn addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Board, to obtain securities prices in connection with determining the net asset values of the Fund, and the Fund will reimburse such Fund the Administrator for a portion its share of the cost of such excess expenses equal to such excess times the ratio services based upon its actual use of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation benefit of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisFund.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Trust, the Administrators shall be entitled jointly to a fee at the annual rate of .10% of each Fund's average daily net assets. The fee attributable to each Fund shall be the several (and not joint or joint and several) obligation of the Funds will pay the Administrator each Fund. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose purposes of determining fees payable to the AdministratorAdministrators, the value of the each Fund's net assets of a particular Fund shall be computed in the manner described in as required by its Prospectus, generally accepted accounting principles, and resolutions of the Company's Prospectus or Statement Board of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such FundTrustees. The Administrator Administrators will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator Administrators and the Company. The compensation of such person or persons for such employment shall be paid by the Administrator Administrators and no obligation may be incurred on behalf of the Funds Company in such respect. The Administrators will bear all expenses in connection with the performance of their services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and trustees who are not partners, officers, directors, shareholders or employees of the Administrator Administrators, or the Company's investment advisor adviser or distributor for the Funds, commission SEC fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, payments to Service Organizations, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Company, provided, however, that the Funds Company will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds, and further provided that the Administrators may utilize one or more independent pricing services, approved from time to time by the Board of Trustees of the Company, to obtain securities prices in connection with determining the net asset value of each Fund and that each Fund will reimburse the Administrators for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the any Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will Administrators agree to reimburse such Fund for a portion of any such excess expenses in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund otherwise payable to the Administrator hereunder Administrators bears to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator Administrators is limited to the amount of its their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator Administrators shall reimburse a particular such Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fee otherwise payable to the Administrators bears to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Funds so require. Such expense reimbursement, if any any, will be estimated daily and estimated, reconciled and paid on a monthly basis. With respect to the amounts required to be reimbursed under this Section 4 in any fiscal year, the parties to this Agreement agree that U.S. Trust alone shall reimburse such amounts up to the amount of fees received by CGFSC and U.S. Trust under this Agreement for such year. FAS shall only be obligated to reimburse expenses to the extent that the amounts required to be reimbursed under this Section 4 in any fiscal year exceed the amount of fees received by CGFSC and U.S. Trust under this Agreement for such year and to the extent that U.S. Trust makes reimbursements equalling the amount of all such fees received by CGFSC and U.S. Trust, provided that the reimbursement obligation of FAS shall be limited to the amount of fees received by it under this Agreement for such year.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds Fund will pay the Administrator Cowen on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, month a fee computed daily and paid as specified below equal to the fee calculated at the applicable an annual rate set forth on Schedule A heretoof .50 of 1.00% of the Fund's average daily assets. Net asset value shall be computed at least once a day. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the AdministratorCowen, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in specified is the CompanyFund's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets effect. Cowen will bear all expenses in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of its services under this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the Company. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other Fund will bear other expenses to be incurred in the its operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors directors who are not partners, officers, directors, shareholders officers or employees of the Administrator or the investment advisor or distributor for the Funds, commission Cowen; Securities and Exchange Commission fees and state Blue Sky qualification fees; management, advisory and renewal fees and expenses, investment advisory administration fees, custodian fees; charges of custodians, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, ; certain insurance premiums, to the extent authorized by the Company, premiums outside and inside auditing and legal fees and expenses, expenses costs of maintenance of corporate existence, costs allocable to investor services, including allocated telephone and personnel expenses typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, shareholders; costs of Shareholders' and Directorsshareholders' reports and meetings of the officers, Directors or shareholder of the Fund; and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Fundsexpenses. If in any fiscal year the aggregate expenses of a particular the Fund (as defined under including fees pursuant to this Agreement, but excluding interest, taxes, brokerage and, with the prior written consent of the necessary state securities regulations commissions, extraordinary expenses) exceed the expense limitations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateFund, the Administrator Cowen will reimburse such the Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Companyexpense. The expense reimbursement obligation of the Administrator Cowen is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so requirehereunder. Such expense reimbursement, if any any, will be estimated daily and estimated, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Fund, each the Administrator shall be entitled to a fee based on the average net assets of the Funds will pay Fund determined at the Administrator annual rate outlined in Exhibit A and applied to the average daily net assets of the Fund. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of the Fund and that the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed ------------------------------------- pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate set forth in Exhibit A hereto and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such sub-administrator or such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Administrator, if such person is retained solely by the Administrator, and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator and the Fund may together retain a sub-administrator to assist the Administrator in the execution of its duties hereunder. The retention of a sub-administrator by the Administrator and the Fund shall in no way affect the responsibilities of the Administrator hereunder. The compensation of a sub-administrator retained by the Administrator and the Fund may be paid by the Administrator and/or the Fund. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate rates set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Central Fidelity Bank under the Investment Advisory Agreement Agreements between Investors Management Group Central Fidelity Bank and the CompanyTrust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding -------- ------- the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed ------------------------------------- pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate outlined in Exhibit A and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, the Administrators shall be entitled jointly to a fee based on the average net assets of the Trust, paid by each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator Administrators shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the AdministratorAdministrators, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Notwithstanding anything to the contrary, amounts owed by the Trust to the Administrators shall only be paid out of the assets and property of the particular Fund involved. The Administrator Administrators will from time to time employ or associate with itself themselves such person or persons as the Administrator Administrators may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator Administrators and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator Administrators and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.,

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, the Administrators shall be entitled jointly to a fee based on the average net assets of the Trust, paid by each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator Administrators shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the AdministratorAdministrators, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Notwithstanding anything to the contrary, amounts owed by the Trust to the Administrators shall only be paid out of the assets and property of the particular Fund involved. The Administrator Administrators will from time to time employ or associate with itself themselves such person or persons as the Administrator Administrators may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator Administrators and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator Administrators and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator Administrators or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, pricing service fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesfees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate the Trust's existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings meetings, fees incurred under the Trust's Distribution and Shareholder Service Plan and Administrative Services Plan and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, pricing service fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesfees, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basis.certain

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered and expenses assumed to the Fund pursuant to this Agreement, each of the Funds will Fund shall pay the Administrator monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be computed weekly and paid monthly on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day month following provision of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodservices. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according to the proportion which such period part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to calculated as function of the AdministratorFund's assets, the value of the Fund's assets and net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator will from time to time employ or associate with itself such person or persons as may be appropriate to assist the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed or designated as officers by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Administrator will generally bear all of its own expenses in connection with the performance of its services under this Agreement. Other The Fund agrees to promptly reimburse the Administrator for any equipment and supplies specially ordered by or for the Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds including Fund and to be borne by the Fund, include, but are not limited to: taxes, ; interest, ; brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator or the Fund's investment advisor or distributor for the Funds, commission fees adviser; SEC and state Blue Sky registration and qualification and renewal fees and expenses, investment advisory fees, custodian levies, fines and other charges; advisory and administration fees, transfer ; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside ; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of registration statement amendments, prospectuses and reports for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, Fund; expenses of printing and production costs of Shareholders' and Directorsshareholders' reports and meetings proxy statements and materials; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder, and Board meetings; and any extraordinary expenses will be borne and other customary Fund expenses. In addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Funds; providedBoard, howeverto obtain securities prices and to act as backup to the primary pricing services, that in connection with determining the Funds net asset values of the Fund, and the Fund will not bear, directly or indirectly, reimburse the Administrator for the Fund's share of the cost of any activity which is primarily intended to result in such services based upon the distribution of shares actual usage, or a pro-rata estimate of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateuse, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation benefit of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisFund.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Trust, the Administrators shall be entitled jointly to a fee at the annual rate of .10% of each Fund's average daily net assets. The fee attributable to each Fund shall be the several (and not joint or joint and several) obligation of the Funds will pay the Administrator each Fund. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose purposes of determining fees payable to the AdministratorAdministrators, the value of the each Fund's net assets of a particular Fund shall be computed in the manner described in as required by its Prospectus, generally accepted accounting principles, and resolutions of the Company's Prospectus or Statement Board of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such FundTrustees. The Administrator Administrators will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator Administrators and the Company. The compensation of such person or persons for such employment shall be paid by the Administrator Administrators and no obligation may be incurred on behalf of the Funds Company in such respect. The Administrators will bear all expenses in connection with the performance of their services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Funds, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and trustees who are not partners, officers, directors, shareholders or employees of the Administrator Administrators, or the Company's investment advisor adviser or distributor for the Funds, commission SEC fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, payments to Service Organizations, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Company, provided, however, that the Funds Company will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds, and further provided that the Administrators may utilize one or more independent pricing services, approved from time to time by the Board of Trustees of the Company, to obtain securities prices in connection with determining the net asset value of each Fund and that each Fund will reimburse the Administrators for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the any Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will Administrators agree to reimburse such Fund for a portion of any such excess expenses in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund otherwise payable to the Administrator hereunder Administrators bears to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator Administrators is limited to the amount of its their fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator Administrators shall reimburse a particular such Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fee otherwise payable to the Administrators bears to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrators during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Funds so require. Such expense reimbursement, if any any, will be estimated daily and estimated, reconciled and paid on a monthly basis. With respect to the amounts required to be reimbursed under this Section 4 in any fiscal year, the parties to this Agreement agree that U.S. Trust alone shall reimburse such amounts up to the amount of fees received by CGFSC and U.S. Trust under this Agreement for such year. FAS shall only be obligated to reimburse expenses to the extent that the amounts required to be reimbursed under this Section 4 in any fiscal year exceed the amount of fees received by CGFSC and U.S. Trust under this Agreement for such year and to the extent that U.S. Trust makes reimbursements equaling the amount of all such fees received by CGFSC and U.S. Trust, provided that the reimbursement obligation of FAS shall be limited to the amount of fees received by it under this Agreement for such year.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at lesser of (a) the applicable annual rate set forth on of 0.08% of the average daily net assets of each Fund, or (b) such other fee as may from time to time be agreed upon in writing by the Trust Administrator. Administrator may increase the fees it charges pursuant to Schedule A heretoupon 90 days prior notice to the Trust; provided, however, that Administrator may not increase such fees until the expiration of the initial term of this Agreement unless the Trust otherwise agrees to such change in writing. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees (including fees for pricing of portfolio securities), certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, costs of typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group to Metzler-Payden, LLC under the Investment Advisory Management Agreement between Investors Management Group betweex Xxxxxxx-Xxxxen, LLC and the CompanyTrust. The expense reimbursement obligation of the Administrator obligatxxx xx Xxxxxxxtrator is limited to the amount of its is fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the foregoing Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) For the services rendered and expenses assumed for the Portfolio pursuant to this Agreement, each of the Funds will pay the Administrator shall be entitled to a fee as set forth in the fee schedule on Attachment C of this Agreement. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. . (b) The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted fit to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyIMIT. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds IMIT in such respect. (c) The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Portfolio will be borne by the Portfolio or other parties, including taxes, interest, brokerage fees and commissions, if any, fees of Directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current Shareholders of the Funds, costs of Shareholders' and Directors' reports and meetings and any extraordinary expenses will be borne by the Funds; provided, however, that that, except as provided in any distribution plan adopted by IMIT, the Funds Portfolio will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsPortfolio. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateIn addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Board, to obtain securities prices in connection with determining the net asset values of the Portfolio, and the Portfolio will reimburse such Fund the Administrator for a portion its share of the cost of such excess expenses equal to such excess times the ratio services based upon its actual use of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation benefit of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisPortfolio.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered to the Fund pursuant to Paragraph 4 of this Agreement and expenses assumed pursuant Schedules C and D, hereto, the Fund shall pay the Administrator fees determined as set forth in Schedule B to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee . Such fees are to be computed daily and paid as specified below equal to monthly on the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the second business day of the month this Agreement is entered into until following provision of the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodservices. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according to the proportion which such period part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose purposes of determining any fees payable to calculated as a function of the AdministratorFund's assets, the value of the Fund's assets and net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectuses, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator will from time to time employ or associate with itself such person or persons as may be appropriate to assist the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person persons or persons may be partners, officers, or officers and employees who are employed or designated as officers by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Administrator will generally bear all of its own expenses in connection with the performance of its services under this Agreement. Other The Fund agrees to promptly reimburse the Administrator for any equipment and supplies specially ordered by or for the Fund through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds including Fund and to be borne by the Fund, include, but are not limited to: taxes, interest, brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor or distributor for the Funds, commission fees its affiliates; SEC and state Blue Sky blue sky registration and qualification fees, levies, fines and renewal fees and expenses, investment other charges; advisory fees, custodian fees, transfer ; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside ; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund (the Fund's distributor to bear the expense of all other printing, production, and distribution of Prospectuses, statements of additional information, and marketing materials); expenses of printing and production costs of Shareholders' and Directorsshareholders' reports and meetings proxy statements and materials; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder and Board meetings; and any extraordinary expenses will be borne and other customary Fund expenses. In addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Funds; providedBoard, howeverto obtain securities prices and to act as backup to the primary pricing services, that in connection with determining the Funds net asset values of the Fund, and the Fund will not bear, directly or indirectly, reimburse the Administrator for the Fund's share of the cost of any activity which is primarily intended to result in such services based upon the distribution of shares actual usage, or a pro rata estimate of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateuse, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation benefit of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisFund.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered and expenses assumed to the Fund pursuant to this Agreement, each the Fund shall pay the Transfer Agent monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodinvoice. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according to the proportion which such period part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to calculated as a function of the AdministratorFund's assets, the value of the Fund's assets and net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectuses, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator Transfer Agent will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted appropriate to assist it the Transfer Agent in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed or designated as officers by both the Administrator Transfer Agent and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Transfer Agent and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Transfer Agent will bear all of its own expenses in connection with the performance of the services under this Agreement except as otherwise expressly provided herein. Other The Fund agrees to promptly reimburse the Transfer Agent for any equipment and supplies specially ordered by or for the Fund through the Transfer Agent and for any other expenses not contemplated by this Agreement that the Transfer Agent may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds including Fund and to be borne by the Fund, include, but are not limited to: taxes, ; interest, ; brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator Service Agent, or the Fund's investment advisor adviser or distributor for the Funds, commission fees distributor; SEC and state Blue Sky registration and qualification and renewal fees and expenses, investment advisory fees, custodian levies, fines and other charges; advisory and administration fees, transfer ; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside ; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund (the Fund's distributor to bear the expense of all other printing, production, and distribution of prospectuses, statements of additional information, and marketing materials); expenses of printing and production costs of Shareholders' and Directorsshareholders' reports and meetings proxy statements and materials; cost, and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices, costs associated with corporate, shareholder, and Board meetings; and any extraordinary expenses will be borne and other customary Fund expenses. In addition, the Service Agent may utilize one or more independent pricing services, approved from time to time by the Funds; providedBoard, howeverto obtain securities prices and to act as backup to the primary pricing services, that in connection with determining the Funds net asset values of the Fund, and the Fund will not bear, directly or indirectly, reimburse the Service Agent for the Fund's share of the cost of any activity which is primarily intended such services based upon the actual usage, or a pro-rata estimate of the use, of the services for the benefit of the Fund. (e) The Fund may request additional services, additional processing, or special reports. Such requests may be provided by the Transfer Agent at additional charges. In this event, the Fund shall submit such requests in writing together with such specifications as may be reasonably required by the Transfer Agent, and the Transfer Agent shall respond to result such requests in the distribution form of shares a price quotation. The Fund's written acceptance of the Fundsquotation must be received prior to implementation of such request. If Additional services will be charged at the Transfer Agent's standard rates. (f) All fees, out-of-pocket expenses, or additional charges of the Transfer Agent shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. The Transfer Agent will render, after the close of each month in any fiscal which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days shall bear interest in finance charges equivalent to, in the aggregate, the Prime Rate (as determined by U.S. Trust Company of New York) plus two (2) points per year the aggregate and all costs and expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations effecting collection of any such statesums, including reasonable attorneys' fees, shall be paid by the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder Transfer Agent. In the event that the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty days' written notice to the aggregate fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyTransfer Agent. The expense reimbursement obligation Fund must notify the Transfer Agent in writing of the Administrator is limited to the amount any contested amounts within thirty (30) days of its fees hereunder receipt of a billing for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so requireamounts. Such expense reimbursement, if any will be estimated daily Disputed amounts are not due and reconciled and paid on a monthly basispayable while they are being investigated.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed ------------------------------------- pursuant to this AgreementAgreement for the Fund, each the Administrator shall be entitled to a fee based on the average net assets of the Funds will pay Fund determined at the Administrator annual rate outlined in Exhibit A and applied to the average daily net assets of the Fund. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directors' shareholders, reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of the Fund and that the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of services rendered and expenses assumed pursuant to this Agreement, each of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the net assets of a particular Fund shall be computed in the manner described in the CompanyTrust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted to assist it in the performance of this Agreement. Such person or persons may be partners, officers, or employees who are employed by both the Administrator and the CompanyTrust. The compensation of such person or persons shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds in such respect. Other expenses to be incurred in the operation of the Funds including taxes, interest, brokerage fees and commissions, if any, fees of Directors Trustees who are not partners, officers, directors, shareholders or employees of the Administrator or the investment advisor adviser or distributor for the Funds, commission Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, pricing service fees, custodian fees, transfer and dividend disbursing agents' fees, fund accounting fees including pricing of portfolio securitiesfees, certain insurance premiums, outside and, to the extent authorized by the CompanyTrust, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate the Trust's existence, typesetting type- setting and printing prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the Funds, costs of Shareholdersshareholders' and DirectorsTrustees' reports and meetings meetings, fees incurred under the Trust's Distribution and Shareholder Service Plan and Administrative Services Plan and any extraordinary expenses will be borne by the Funds; provided, however, that the Funds will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the Funds. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyTrust) exceed the expense limitations of any such state, the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group hereunder, to Martxxxxxx Xxxxxx & Xompany, Inc. under the Investment Advisory Agreement between Investors Management Group Martxxxxxx Xxxxxx & Xompany, Inc. and the CompanyTrust and to BISYS Fund Services, Inc. under the Fund Accounting Agreement between BISYS Fund Services, Inc. and the Trust. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Trust so require. Such expense reimbursement, if any any, will be estimated daily and reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) As compensation for the services rendered and expenses assumed to the Fund pursuant to this Agreement, each the Fund shall pay the Transfer Agent monthly fees determined as set forth in Schedule A to this Agreement. Such fees are to be billed monthly and shall be due and payable upon receipt of the Funds will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly periodinvoice. Upon any termination of this Agreement before the end of any month, the fee for such the part of a the month before such termination shall be prorated according to the proportion which such period part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to calculated as a function of the AdministratorFund's assets, the value of the Fund's assets and net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectuses, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator Transfer Agent will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted appropriate to assist it the Transfer Agent in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed or designated as officers by both the Administrator Transfer Agent and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator Transfer Agent and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Transfer Agent will bear all of its own expenses in connection with the performance of the services under this Agreement except as otherwise expressly provided herein. Other The Fund agrees to promptly reimburse the Transfer Agent for any equipment and supplies specially ordered by or for the Fund through the Transfer Agent and for any other expenses not contemplated by this Agreement that the Transfer Agent may incur on the Fund's behalf at the Fund's request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Funds including Fund and to be borne by the Fund, include, but are not limited to: taxes, ; interest, ; brokerage fees and commissions, if any, ; salaries and fees of Directors officers and directors who are not partners, officers, directors, shareholders or employees of the Administrator Service Agent, or the Fund's investment advisor adviser or distributor for the Funds, commission fees distributor; SEC and state Blue Sky registration and qualification and renewal fees and expenses, investment advisory fees, custodian levies, fines and other charges; advisory and administration fees, transfer ; charges and dividend disbursing agents' fees, fund accounting fees expenses of custodians; insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside ; auditing and legal fees and expenses, ; costs of maintenance of corporate existence, ; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund (the Fund's distributor to bear the expense of all other printing, production, and distribution of prospectuses, statements of additional information, and marketing materials); expenses of printing and production costs of Shareholders' and Directorsshareholders' reports and meetings proxy statements and materials; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with corporate, shareholder, and Board meetings; and any extraordinary expenses will be borne and other customary Fund expenses. In addition, the Service Agent may utilize one or more independent pricing services, approved from time to time by the Funds; providedBoard, howeverto obtain securities prices and to act as backup to the primary pricing services, that in connection with determining the Funds net asset values of the Fund, and the Fund will not bear, directly or indirectly, reimburse the Service Agent for the Fund's share of the cost of any activity which is primarily intended such services based upon the actual usage, or a pro-rata estimate of the use, of the services for the benefit of the Fund. (e) The Fund may request additional services, additional processing, or special reports. Such requests may be provided by the Transfer Agent at additional charges. In this event, the Fund shall submit such requests in writing together with such specifications as may be reasonably required by the Transfer Agent, and the Transfer Agent shall respond to result such requests in the distribution form of shares a price quotation. The Fund's written acceptance of the Fundsquotation must be received prior to implementation of such request. If Additional services will be charged at the Transfer Agent's standard rates. (f) All fees, out-of-pocket expenses, or additional charges of the Transfer Agent shall be billed on a monthly basis and shall be due and payable upon receipt of the invoice. The Transfer Agent will render, after the close of each month in any fiscal which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days shall bear interest in finance charges equivalent to, in the aggregate, the Prime Rate (as determined by U.S. Trust Company of New York) plus two (2) points per year the aggregate and all costs and expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations effecting collection of any such statesums, including reasonable attorneys' fees, shall be paid by the Administrator will reimburse such Fund for a portion of such excess expenses equal to such excess times the ratio of the fees respecting such Fund otherwise payable to the Administrator hereunder Transfer Agent. In the event that the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty days' written notice to the aggregate fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyTransfer Agent. The expense reimbursement obligation Fund must notify the Transfer Agent in writing of the Administrator is limited to the amount any contested amounts within thirty (30) days of its fees hereunder receipt of a billing for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so requireamounts. Such expense reimbursement, if any will be estimated daily Disputed amounts are not due and reconciled and paid on a monthly basispayable while they are being investigated.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of For the services rendered and expenses assumed pursuant to this AgreementAgreement for the Fund, the Administrator shall be entitled to a fee based on the average net assets of each class of shares issued by the Fund determined at the annual rate outlined in Exhibit A and applied to the average daily net assets of each class of the Funds will pay the Administrator Fund's shares. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Administrator, the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectus, generally accepted accounting principles and resolutions of the value Fund's Board of such net assets in connection with the determination of the liquidating value of the shares of such FundDirectors. The Administrator will from time to time employ or associate with itself themselves such person or persons as the Administrator they may believe to be particularly fitted to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may be incurred on behalf of the Funds Fund in such respect. The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and directors who are not partners, officers, directors, directors shareholders or employees of the Administrator Administrator, or the Fund's investment advisor or distributor for the FundsFund, commission Securities and Exchange Commission fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian advisory and administration fees, charges of custodians, transfer and dividend divided disbursing agents' fees, fund accounting fees including pricing of portfolio securities, certain insurance premiums including fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, costs of Shareholders' and Directorsshareholders' reports and corporate meetings and any extraordinary expenses expenses, will be borne by the Funds; Fund, provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund, and further provided that the Administrator may utilize one or more independent pricing services, approved from time to time by the Board of Directors of the Fund, to obtain securities prices in connection with determining the net asset value of each class of the Fund's shares and the Fund will reimburse the Administrator for its share of the cost of such services based upon its actual use of the services. If in any fiscal year the Fund's aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the CompanyFund) exceed the expense limitations of any such state, the Administrator will agrees to reimburse such the Fund for a portion of any such excess expenses expense in an amount equal to such excess times the ratio of proportion that the fees respecting such Fund fee otherwise payable to the Administrator hereunder bear to the aggregate total amount of investment advisory and administration fees respecting such Fund otherwise payable to by the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the CompanyFund. The expense reimbursement obligation of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular the Fund for such proportion a portion of any such excess expenses in an amount equal to the proportion that the fees otherwise payable to the Administrator bear to the total amount of investment advisory and administration fees otherwise payable by the Fund regardless of the amount of fees paid to it the Administrator during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company Fund so require. Such expense reimbursement, if any any, will be estimated on a daily and basis, reconciled and paid on a monthly basis.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. In consideration of (a) For the services rendered and expenses assumed for the Fund pursuant to this Agreement, each the Administrator shall be entitled to a fee based on the average net assets of the Funds will pay Fund determined at the Administrator annual rate outlined in Attachment C of this Agreement and applied to the average daily net assets of the Fund. Such fees are to be computed daily and paid monthly on the first business day of each the following month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily and paid as specified below equal to the fee calculated at the applicable annual rate set forth on Schedule A hereto. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a the month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. . (b) For the purpose of determining fees payable to the Administrator, . the value of the Fund's net assets of a particular Fund shall be computed in the manner described in the Company's Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation required by its Prospectuses, generally accepted accounting principles and resolutions of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. Board. (c) The Administrator will from time to time employ or associate with itself such person or persons as the Administrator may believe to be particularly fitted fit to assist it them in the performance of this Agreement. Such person or persons may be partners, officers, or officers and employees who are employed by both the Administrator and the CompanyFund. The compensation of such person or persons for such employment shall be paid by the Administrator and no obligation may will be incurred by or on behalf of the Funds Fund in such respect. (d) The Administrator will bear all expenses in connection with the performance of its services under this Agreement except as otherwise expressly provided herein. Other expenses to be incurred in the operation of the Funds Fund will be borne by the Fund or other parties, including taxes, interest, brokerage fees and commissions, if any, salaries and fees of Directors officers and members of the Board who are not partners, officers, directors, shareholders or employees of the Administrator Administrator, or the Fund's investment advisor adviser or distributor for the Fundsdistributor, commission SEC fees and state Blue Sky qualification and renewal fees and expenses, investment advisory fees, custodian XXXXX filing fees, transfer processing services and dividend disbursing agents' related fees, fund accounting fees advisory and administration fees, charges and expenses of pricing and data services, independent public accountants and custodians, insurance premiums including pricing of portfolio securities, certain insurance fidelity bond premiums, to the extent authorized by the Company, outside and inside auditing and legal fees and expenses, costs of maintenance of corporate existence, typesetting and printing of prospectuses for regulatory purposes and for distribution to current Shareholders shareholders of the FundsFund, printing and production costs of Shareholders' and Directorsshareholders' reports and meetings corporate meetings, cost and expenses of Fund stationery and forms; costs of special telephone and data lines and devices; trade association dues and expenses; and any extraordinary expenses will be borne by the Fundsand other customary Fund expenses; provided, however, that that, except as provided in any distribution plan adopted by the Funds Fund, the Fund will not bear, directly or indirectly, the cost of any activity which is primarily intended to result in the distribution of shares of the FundsFund. If in any fiscal year the aggregate expenses of a particular Fund (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such stateIn addition, the Administrator may utilize one or more independent pricing services, approved from time to time by the Board, to obtain securities prices in connection with determining the net asset values of the Fund, and the Fund will reimburse such Fund the Administrator for a portion its share of the cost of such excess expenses equal to such excess times the ratio services based upon its actual use of the fees respecting such Fund otherwise payable to services for the Administrator hereunder to the aggregate fees respecting such Fund otherwise payable to the Administrator hereunder and the Investors Management Group under the Investment Advisory Agreement between Investors Management Group and the Company. The expense reimbursement obligation benefit of the Administrator is limited to the amount of its fees hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Administrator shall reimburse a particular Fund for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense reimbursement, if any will be estimated daily and reconciled and paid on a monthly basisFund.