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

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund pursuant to this Agreement each Fund shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A Fund agrees to promptly reimburse HASI for any equipment and supplies specially ordered by or for the Fund through HASI and for any other expenses not contemplated by this Agreement that HASI 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 a Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund expenses. In addition, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASI. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASI. A Fund must notify HASI in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F C to this Agreement. The fees set forth on Exhibit F C may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfoliothe Fund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a the Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A The Fund agrees to promptly reimburse HASI for any equipment and supplies specially ordered by or for the Fund through HASI and for any other expenses not contemplated by this Agreement that HASI 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 PortfoliosFund, and each the Fund will be charged according to each the Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each The Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio the Fund that is not actively traded, each the Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASI. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASI. A The Fund must notify HASI in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund and UAMFSI pursuant to this Agreement each Fund Agreement, UAMFSI shall pay HASI on a Service Provider monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The Such fees set forth on Exhibit F may are to be adjusted from time to time by agreement billed monthly and shall be due and payable upon receipt of the partiesinvoice. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Fund's Board. (c) HASI will Service Provider may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Service Provider in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Service Provider and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Service Provider and no obligation will be incurred by or on behalf of a the Fund or UAMFSI in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI UAMFSI may request additional services, additional processing, or special reports on behalf of the Fund or itself. UAMFSI shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Service Provider. If Service Provider elects to provide such services or arrange for their provision, it shall be entitled to reasonable additional fees and expenses at its customary rates and charges, or such other fees, if any, mutually agreed to by Service Provider and UAMFSI. (e) Service Provider will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A Fund UAMFSI agrees to promptly reimburse HASI Service Provider for any equipment and supplies specially ordered by or for UAMFSI or the Fund through HASI Service Provider and for any other expenses not contemplated by this Agreement that HASI Service Provider may incur on the Fund’s behalf, 's and/or UAMFSI's behalf at the Fund’s 's and/or UAMFSI's request or as consented to by the FundFund and/or UAMFSI, provided that Service Provider will notify the Fund and/or UAMFSI of the approximate amount of such expenses prior to incurring them. Such other expenses to be incurred in the operation of a the Fund and to be borne by the FundFund and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Service Provider, or HASI’s affiliatesthe Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory XXXXX filing fees, processing services and related fees; Fund chief compliance officer expensesadvisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing expenses; expenses of fund counsel and legal expensescounsel to the independent trustees; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund (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’ ' reports and 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 shareholder, and Board meetings; trade association dues and expenses; and any extraordinary expenses and other customary mutual fund Fund expenses. In addition, HASI Service Provider may utilize one or more independent pricing services services, approved from time to time by the Fund's Board, to obtain securities prices and to act as backup to the primary pricing services, in connection with determining the net asset values of the PortfoliosFund, and each UAMFSI and/or the Fund will be charged according to each reimburse Service Provider for the Fund’s 's share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usageuse, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself services for the benefit of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's partFund. (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Service Provider 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. HASI Service Provider will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days of receipt shall bear interest at the rate of 1.5% per month (including specific amounts which are contested in good faith by a Fund as provided finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the Prime Rate (as determined by Service Provider) plus two percent per year and all costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund UAMFSI to HASIService Provider. In the event that a Fund UAMFSI 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 may be contested in good faith by the Fund as provided belowUAMFSI), this Agreement may be terminated upon thirty (30) days’ ' written notice to the Fund UAMFSI by HASIService Provider. A Fund UAMFSI must notify HASI Service Provider in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payabledisputed. The fees set forth in Schedule A may be changed from time to time upon agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Trust and/or a Fund pursuant to this Agreement each Fund the Trust shall pay HASI Huntington on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit G. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a PortfolioFund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Huntington will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Huntington in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Huntington and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Huntington and a Fundthe Trust, HASI Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIHuntington, and a Fund 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 FundTrust. If HASI Huntington gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI Huntington 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 Fund Trust or acting on business of the FundTrust. (d) HASI Huntington 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. A Fund The Trust agrees to promptly reimburse HASI Huntington for any equipment and supplies specially ordered by or for the Fund Trust through HASI Huntington and for any other expenses not contemplated by this Agreement that HASI Huntington may incur on the Fund’s Funds’ behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and/or the Funds and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Huntington or HASIHuntington’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI Huntington 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 PortfoliosFunds, and each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIHuntington, and is under no obligation to avail itself of the service(s) contracted by HASIHuntington. Each Fund 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) that are not actively traded). To the extent HASI Huntington shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedFund, each Fund the Trust shall bear HASIHuntington’s costs and pay HASI Huntington for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIHuntington's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIHuntington, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIHuntington's part. (f) All fees, out-of-pocket expenses or additional charges of HASI Huntington 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. HASI Huntington will render, after the close of each month in which 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 a Fund the Trust or the Adviser as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIHuntington. In the event that a Fund 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 Fund Trust or the Adviser as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIHuntington. A Fund The Trust must notify HASI Huntington in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Trust and/or a Fund pursuant to this Agreement each Fund the Trust shall pay HASI Huntington on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit G. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a PortfolioFund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Huntington will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Huntington in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Huntington and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Huntington and a Fundthe Trust, HASI Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIHuntington, and a Fund 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 FundTrust. If HASI Huntington gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI Huntington 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 Fund Trust or acting on business of the FundTrust. (d) HASI Huntington 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. A Fund The Trust agrees to promptly reimburse HASI Huntington for any equipment and supplies specially ordered by or for the Fund Trust through HASI Huntington and for any other expenses not contemplated by this Agreement that HASI Huntington may incur on the Fund’s Funds’ behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and/or the Funds and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Huntington or HASIHuntington’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI Huntington 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 PortfoliosFunds, and each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIHuntington, and is under no obligation to avail itself of the service(s) contracted by HASIHuntington. Each Fund 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) that are not actively traded). To the extent HASI Huntington shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedFund, each Fund the Trust shall bear HASIHuntington’s costs and pay HASI Huntington for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust or the Adviser may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIHuntington's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIHuntington, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIHuntington's part. (f) All fees, out-of-pocket expenses or additional charges of HASI Huntington 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. HASI Huntington will render, after the close of each month in which 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 a Fund the Trust or the Adviser as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIHuntington. In the event that a Fund 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 Fund Trust or the Adviser as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIHuntington. A Fund The Trust or the Adviser must notify HASI Huntington in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund and UAMFSI pursuant to this Agreement each Fund Agreement, UAMFSI shall pay HASI on a Chase monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The Such fees set forth on Exhibit F may are to be adjusted from time to time by agreement billed monthly and shall be due and payable upon receipt of the partiesinvoice. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Fund's Board. (c) HASI will Chase may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Chase in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Chase and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Chase and no obligation will be incurred by or on behalf of a the Fund or UAMFSI in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI UAMFSI may request additional services, additional processing, or special reports on behalf of the Fund or itself. UAMFSI shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Chase. If Chase elects to provide such services or arrange for their provision, it shall be entitled to reasonable additional fees and expenses at its customary rates and charges, or such other fees, if any, mutually agreed to by Chase and UAMFSI. (e) Chase will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A Fund UAMFSI agrees to promptly reimburse HASI Chase for any equipment and supplies specially ordered by or for UAMFSI or the Fund through HASI Chase and for any other expenses not contemplated by this Agreement that HASI Chase may incur on the Fund’s behalf, 's and/or UAMFSI's behalf at the Fund’s 's and/or UAMFSI's request or as consented to by the FundFund and/or UAMFSI, provided that Chase will notify the Fund and/or UAMFSI of the approximate amount of such expenses prior to incurring them. Such other expenses to be incurred in the operation of a the Fund and to be borne by the FundFund and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Chase, or HASI’s affiliatesthe Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory XXXXX filing fees, processing services and related fees; Fund chief compliance officer expensesadvisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund (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’ ' reports and 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 shareholder, and Board meetings; trade association dues and expenses; and any extraordinary expenses and other customary mutual fund Fund expenses. In addition, HASI Chase may utilize one or more independent pricing services services, approved from time to time by the Fund's Board, to obtain securities prices and to act as backup to the primary pricing services, in connection with determining the net asset values of the PortfoliosFund, and each UAMFSI and/or the Fund will be charged according to each reimburse Chase for the Fund’s 's share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usageuse, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself services for the benefit of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's partFund. (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Chase 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. HASI Chase will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days of receipt shall bear interest at the rate of 1.5% per month (including specific amounts which are contested in good faith by a Fund as provided finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the Prime Rate (as determined by Chase) plus two percent per year and all costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund UAMFSI to HASIChase. In the event that a Fund UAMFSI 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 may be contested in good faith by the Fund as provided belowUAMFSI), this Agreement may be terminated upon thirty (30) days’ ' written notice to the Fund UAMFSI by HASIChase. A Fund UAMFSI must notify HASI Chase in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payabledisputed. The fees set forth in Schedule A may be changed from time to time upon agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI UAS on a monthly basis those fees determined as set forth on Exhibit F D to this Agreement. The fees set forth on Exhibit F D may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective the Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI UAS will from time to time employ or associate with such person or persons as may be appropriate to assist HASI UAS in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI UAS and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI UAS and a the Fund, HASI UAS shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUAS performing UAS’s obligations under this Agreement, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI UAS gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI UAS 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 Fund or acting on business of the FundFund except to the extent that such person is performing UAS’s obligations under this Agreement. (d) HASI UAS 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. A The Fund agrees to promptly reimburse HASI UAS for any equipment and supplies specially ordered by or for the Fund through HASI UAS and for any other expenses not contemplated by this Agreement that HASI UAS 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI UAS or HASIUAS’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; any fund accounting and administration related expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's UAS’s standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASIUAS, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's UAS’s part.. Ultimus Asset Services, LLC 6/5/12 American Pension Investors Trust - 5 (f) All fees, out-of-pocket expenses or additional charges of HASI UAS 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. HASI UAS will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASIUAS. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASIUAS. A The Fund must notify HASI UAS in writing of any contested amounts within thirty forty-five (3045) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 3045-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI on a Chase monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Board. (c) HASI will Chase may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Chase in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Chase and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Chase and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI The Fund may request additional services, additional processing, or special reports. The Fund shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Chase. If Chase elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at an agreed upon rate and charge. (e) Chase will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A The Fund agrees to promptly reimburse HASI Chase for any equipment and supplies specially ordered by or for the Fund through HASI Chase and for any other expenses not contemplated by this Agreement that HASI Chase may incur on the Fund’s behalf, 's behalf at the Fund’s 's written request or as consented to in writing by the Fund. Such other The Fund will bear its own expenses to be incurred in the associated with operation of a Fund and to be borne by the Fund, includeincluding, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors of the Fund who are not officers, directors, shareholders or employees of HASI Chase or HASI’s its affiliates, or the Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; XXXXX filing fees; advisory fees; Fund chief compliance officer expenses; charges and expenses of pricing services, including back up to the Fund's primary pricing services; independent public accountants and custodians; insurance premiums for the Fund's insurance coverages, including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund; expenses of typesetting and printing and production costs of shareholders’ ' reports and proxy statements and materials; expenses incurred in the transmission of filings (e.g. N-SARs, Registration Statements and proxy materials) to the SEC Via XXXXX; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs trade association dues and expenses; expenses associated with corporateoff-site storage of Fund records, shareholder and Board meetings; and any extraordinary expenses and other customary mutual fund Fund expenses. In addition, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Chase shall be billed on a monthly basis and shall be due and payable upon within 15 days of receipt of the invoice. No fees, out-of-pocket expenses or other charges set forth in this Agreement shall be subject to setoff. HASI Chase will render, after the close of each month in 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 at (with the rate exception of 1.5% per month (including specific amounts which are may be contested in good faith by a Fund as provided the Fund) shall bear interest in finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the prime rate (as published by Chase) and all reasonable costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund to HASIChase. In the event that a 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 are may be contested in good faith by the Fund as provided belowFund), this Agreement may be terminated upon thirty (30) days’ , written notice to the Fund by HASIChase. A The Fund must notify HASI Chase in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payable. The fees set forth in Schedule A may be changed from time to time upon prior written agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Trust and/or a Fund pursuant to this Agreement each Fund the Trust shall pay HASI Huntington on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit G. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a PortfolioFund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Huntington will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Huntington in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Huntington and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Huntington and a Fundthe Trust, HASI Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIHuntington, and a Fund 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 FundTrust. If HASI Huntington gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI Huntington 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 Fund Trust or acting on business of the FundTrust. (d) HASI Huntington 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. A Fund The Trust agrees to promptly reimburse HASI Huntington for any equipment and supplies specially ordered by or for the Fund Trust through HASI Huntington and for any other expenses not Huntington Asset Services, Inc. Xxxxx Asset Management, Inc. Valued Advisers Trust- 5 contemplated by this Agreement that HASI Huntington may incur on the Fund’s Funds’ behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and/or the Funds and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Huntington or HASIHuntington’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI Huntington 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 PortfoliosFunds, and each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIHuntington, and is under no obligation to avail itself of the service(s) contracted by HASIHuntington. Each Fund 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) that are not actively traded). To the extent HASI Huntington shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedFund, each Fund the Trust shall bear HASIHuntington’s costs and pay HASI Huntington for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust or the Adviser may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's Huntington’s standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIHuntington, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's Huntington’s part. (f) All fees, out-of-pocket expenses or additional charges of HASI Huntington 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. HASI Huntington will render, after the close of each month in which 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 a Fund the Trust or the Adviser as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIHuntington. In the event that a Fund 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 Fund Trust or the Adviser as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIHuntington. A Fund The Trust or the Adviser must notify HASI Huntington in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund the Trust pursuant to this Agreement each Fund the Trust shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Trust, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund 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 FundTrust. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI 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 Fund Trust or acting on business of the FundTrust. (d) HASI 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. A Fund The Trust agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Trust through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on the FundTrust’s behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI 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 each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each Fund 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) that are not actively traded). To the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedPortfolio, each Fund the Trust shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a Fund the Trust as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIUnified. In the event that a Fund 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 Fund Trust as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIUnified. A Fund The Trust must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F E to this Agreement. The fees set forth on Exhibit F E may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective the Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a the Fund, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A The Fund agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; administration related expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 PortfoliosFund, and each the Fund will be charged according to each the Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each The Fund 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) that are not actively traded. To ), and to the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedsuch valuation, each the Fund shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASIUnified. In the event that a the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx bxxxxxxx in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASIUnified. A The Fund must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund the Trust pursuant to this Agreement each Fund the Trust shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Trust, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund 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 FundTrust. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI 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 Fund Trust or acting on business of the FundTrust. (d) HASI 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. A Fund The Trust agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Trust through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on the FundTrust’s behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI 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 each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each Fund 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) that are not actively traded). To the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedPortfolio, each Fund the Trust shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 excluding specific amounts which are contested in good faith by a Fund the Trust as provided in the next paragraph, unless such amounts prove not to be payable), paragraph and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIUnified. In the event that a Fund 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 Fund Trust as provided below), this Agreement may be terminated upon thirty sixty (3060) days’ written notice to the Fund Trust by HASIUnified. A Fund The Trust must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund the Trust pursuant to this Agreement each Fund the Trust shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by mutual agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board.. Unified Fund Services, Inc. 2/7/08 - 5 (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Trust, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund 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 FundTrust. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI 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 Fund Trust or acting on business of the FundTrust. (d) HASI 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. A Fund The Trust agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Trust through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on the FundTrust’s behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI 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 each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each Fund 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) that are not actively traded). To the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedPortfolio, each Fund the Trust shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI Unified shall be billed on a monthly basis and shall be due and payable upon receipt of the invoiceinvoice and supporting documentation. No fees, out-of-pocket expenses or other charges set forth in this Agreement shall be subject to setoff. HASI Unified will render, after the close of each month in which 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% prime plus ¾% per month (( including specific amounts which are contested in good faith by a Fund the Trust as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Trust to Unified. NOTE: Every effort will be made to settle contested amounts within 90 days. If the settlement is in the Trust’s favor , Unified will remit any amount equal to the contested charge to the Trust within 10 days. Unified Fund to HASI. Services, Inc. 2/7/08 - 6 In the event that a Fund 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 Fund Trust as provided below), this Agreement may be terminated upon thirty (30) days30)days’ written notice to the Fund Trust by HASIUnified. A Fund The Trust must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund the Investment Company pursuant to this Agreement each Fund Agreement, the Investment Company shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F C to this Agreement. HASI 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 Exhibit C. The fees set forth on Exhibit F C may be adjusted from time to time by agreement of the parties. The annual minimum fees are subject to an annual cost of living adjustment based on the prior year’s annual minimum fees. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a Fund the Investment Company in such respect. If any such person or persons are employed or designated {W0235645; 1}Huntington Asset Services, Inc. 04/15/2011 Huntington Strategy Shares - 4 as officers by both HASI and a Fundthe Investment Company, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their his or her capacity as an employee or officer of HASI, and a Fund the Investment Company shall be responsible for the compensation of such person (including travel and other expenses) in their his or her capacity as an employee or officer of the FundInvestment Company. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Investment Company, HASI 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 Fund Investment Company or acting on business of the FundInvestment Company. (d) HASI 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. A Fund The Investment Company agrees to promptly reimburse HASI for any equipment and supplies specially ordered by or for the Fund Investment Company through HASI and for any other expenses not contemplated by this Agreement that HASI may incur on the FundInvestment Company’s behalf, at the FundInvestment Company’s request or as consented to by the FundInvestment Company. Such other expenses to be incurred in the operation of a Fund the Investment Company and to be borne by the FundInvestment Company, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Investment Company chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundInvestment Company; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund Investment Company 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, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund The Investment Company may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's ’s standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Investment Company is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's ’s part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a Fund the Investment Company as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Investment Company to HASI. In the event that a Fund the Investment Company 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 Fund Investment Company as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Investment Company by HASI. A Fund The Investment Company must notify HASI in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement, each Portfolio that is in operation as of the effective date of this Agreement each Fund shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F -1 to this Agreement, and each Portfolio that commences operations on or after June 1, 2005 shall pay Unified fees determined as set forth on Exhibit F-2 attached hereto; provided, however, that Unified, in its sole discretion, may negotiate lower fees with the advisor to a Portfolio and/or waive a portion of its fees for any Portfolio. The fees set forth on each of Exhibit F F-1 and Exhibit F-2 may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a the Fund, HASI Unified shall be responsible for the compensation of such Unified Fund Services, Inc. 04/20/2005 Unified Series Trust - 5 person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the FundFund (provided such person is not performing services required of Unified under this Agreement). (d) HASI 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. A Fund Each Portfolio agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Portfolio through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on the FundPortfolio’s behalf, at the FundPortfolio’s request or as consented to by the FundPortfolio. Such other expenses to be incurred in the operation of a Fund the Portfolios and to be borne by the FundPortfolios, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundPortfolios; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund the Portfolios’ 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, HASI 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 each Fund the Portfolios will be charged according to each FundPortfolio’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each The Fund 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) that are not actively traded). To the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio, the Portfolio that is not actively traded, each Fund shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. Unified shall be responsible for providing such pricing assistance as may be reasonably requested by the Board from time to time as an additional duty under this Agreement. (e) A The Fund or a Portfolio may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI Unified incurred by a Portfolio shall be billed on a monthly basis to the Portfolio 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. HASI Unified will render, after the close of each month in which 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 advisor or sub-advisor to a Fund Portfolio as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Portfolio to HASIUnified. In the event that a Fund Portfolio is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx bxxxxxxx in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Unified Fund Services, Inc. 04/20/2005 Unified Series Trust - 6 Portfolio as provided below), this Agreement may be terminated with respect to such Portfolio upon thirty (30) days’ written notice to the Fund by HASIUnified. A Fund The Portfolio must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F D to this Agreement. The fees set forth on Exhibit F D may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective the Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a the Fund, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A The Fund agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; any fund accounting and administration related expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In additionUnified Fund Services, HASI may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing servicesInc 10/15/2004 Xxxxx Fund, in connection with determining the net asset values of the Portfolios, and each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect.Inc. - 5 (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASIUnified. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASIUnified. A The Fund must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund Huntington pursuant to this Agreement each Fund Huntington shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F C 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 C applicable to that Portfolio. The fees set forth on Exhibit F C may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit C. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund Huntington in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Investment Company, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the FundInvestment Company. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Investment Company, HASI 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 Fund Investment Company or acting on business of the FundInvestment Company. (d) HASI 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. A Fund Huntington agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Investment Company through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on Huntington’s or the FundInvestment Company’s behalf, at Huntington’s or the FundInvestment Company’s request or as consented to by Huntington or the FundInvestment Company. Such other expenses to be incurred in the operation of a Fund the Investment Company and to be borne by the FundHuntington, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Investment Company chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundInvestment Company; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund Investment Company 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, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund Huntington may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund Huntington is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a Fund Huntington as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Huntington to HASIUnified. In the event that a Fund Huntington is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx bxxxxxxx in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Fund Huntington as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Huntington by HASIUnified. A Fund Huntington must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund and UAMFSI pursuant to this Agreement each Fund Agreement, UAMFSI shall pay HASI on a Chase monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The Such fees set forth on Exhibit F may are to be adjusted from time to time by agreement billed monthly and shall be due and payable upon receipt of the partiesinvoice. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Fund's Board. (c) HASI will Chase may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Chase in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Chase and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Chase and no obligation will be incurred by or on behalf of a the Fund or UAMFSI in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI UAMFSI may request additional services, additional processing, or special reports on behalf of the Fund or itself. UAMFSI shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Chase. If Chase elects to provide such services or arrange for their provision, it shall be entitled to reasonable additional fees and expenses at its customary rates and charges, or such other fees, if any, mutually agreed to by Chase and UAM FSI. (e) Chase will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A Fund UAMFSI agrees to promptly reimburse HASI Chase for any equipment and supplies specially ordered by or for UAMFSI or the Fund through HASI Chase and for any other expenses not contemplated by this Agreement that HASI Chase may incur on the Fund’s behalf, 's and/or UAMFSI's behalf at the Fund’s 's and/or UAMFSI's request or as consented to by the FundFund and/or UAMFSI, provided that Chase will notify the Fund and/or UAMFSI of the approximate amount of such expenses prior to incurring them. Such other expenses to be incurred in the operation of a the Fund and to be borne by the FundFund and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Chase, or HASI’s affiliatesthe Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory XXXXX filing fees, processing services and related fees; Fund chief compliance officer expensesadvisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund (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’ ' reports and 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 shareholder, and Board meetings; trade association dues and expenses; and any extraordinary expenses and other customary mutual fund Fund expenses. In addition, HASI Chase may utilize one or more independent pricing services services, approved from time to time by the Fund's Board, to obtain securities prices and to act as backup to the primary pricing services, in connection with determining the net asset values of the PortfoliosFund, and each UAMFSI and/or the Fund will be charged according to each reimburse Chase for the Fund’s 's share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usageuse, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself services for the benefit of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's partFund. (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Chase 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. HASI Chase will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days of receipt shall bear interest at the rate of 1.5% per month (including specific amounts which are contested in good faith by a Fund as provided finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the Prime Rate (as determined by Chase) plus two percent per year and all costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund UAMFSI to HASIChase. In the event that a Fund UAMFSI 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 may be contested in good faith by the Fund as provided belowUAMFSI), this Agreement may be terminated upon thirty (30) days’ ' written notice to the Fund UAMFSI by HASIChase. A Fund UAMFSI must notify HASI Chase in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payabledisputed. The fees set forth in Schedule A may be changed from time to time upon agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As The Administrator shall receive from the Trust such compensation for the Administrator’s services rendered to each Fund provided pursuant to this Agreement each Fund shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F to this Agreement. The fees set forth on Exhibit F may be adjusted agreed to from time to time in a written Fee Schedule approved by agreement of the parties. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon any the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets. In addition, the value Trust, on behalf of each Fund, agrees to reimburse the Administrator for its reasonable out-of-pocket costs set out in the fee schedule. All rights of compensation and expense reimbursement under this Agreement for services performed as of the Portfolio’s net assets termination date shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of survive the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance termination of this Agreement. Except as otherwise expressly provided in this Agreement, The Trust agrees promptly to reimburse the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A Fund agrees to promptly reimburse HASI Administrator for any equipment and supplies specially ordered by or for the Fund Trust through HASI the Administrator and for any other expenses not contemplated by this Agreement that HASI the Administrator may incur on the FundTrust’s behalf, behalf at the FundTrust’s request or as consented to by with the FundTrust’s consent. Such other expenses to be incurred in the operation of a Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders Each of the Fund; expenses of printing Trust and production costs of shareholders’ reports and 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 and other customary mutual fund the Administrator will bear its own expenses. In additionparticular, HASI may utilize one the Trust, will bear all Trust expenses that are incurred by the Trust, or more independent pricing services to obtain securities prices by the Administrator on the Trust’s behalf (e.g., typesetting, XBRL-tagging, page changes and to act as backup to the primary pricing servicesall other print vendor and XXXXX charges), in connection with determining its operation unless otherwise assumed by the net asset values Administrator, including as part of the Portfoliosservices or as otherwise mutually agreed in writing by the Trust and the Administrator. From time to time, the Administrator is authorized to and each Fund will be charged according may employ, associate or contract with such person or persons as the Administrator may deem desirable to each Fund’s share of assist it in performing its duties under this Agreement; provided, however, that the cost compensation of such services based upon the actual usage, person or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, persons shall be paid by the Fund Administrator and that the Administrator shall be as fully responsible to HASIthe Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions. In the event that a 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 are contested in good faith As mutually agreed by the Fund as provided below)and the Administrator, this Agreement may be terminated upon thirty (30) days’ written notice to but in any event at least annually, the Administrator shall discuss with the Fund by HASI. A Fund must notify HASI any assistance the Administrator has deemed desirable in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of performing its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payableduties under this Agreement.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund the Trust pursuant to this Agreement each Fund the Trust shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Trust, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund 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 FundTrust. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI 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 Fund Trust or acting on business of the FundTrust. (d) HASI 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. A Fund The Trust agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Trust through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on the FundTrust’s behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI 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 each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each Fund 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) that are not actively traded). To the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedPortfolio, each Fund the Trust shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a Fund the Trust as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIUnified. In the event that a Fund 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 Fund Trust as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIUnified. A Fund The Trust must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F E to this Agreement. The fees set forth on Exhibit F E may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective the Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a the Fund, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund.. Unified Fund Services, Inc. 9/1/2004 Builders Fized Income, Inc. - 5 (d) HASI 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. A The Fund agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; administration related expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 PortfoliosFund, and each the Fund will be charged according to each the Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASIUnified, and is under no obligation to avail itself of the service(s) contracted by HASIUnified. Each The Fund 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) that are not actively traded. To ), and to the extent HASI Unified shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedsuch valuation, each the Fund shall bear HASIUnified’s costs and pay HASI Unified for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASIUnified. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASIUnified. A The Fund must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.. Unified Fund Services, Inc. 9/1/2004 Builders Fized Income, Inc. - 6

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F C to this Agreement. The fees set forth on Exhibit F C may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfoliothe Fund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a the Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A The Fund agrees to promptly reimburse HASI for any equipment and supplies specially ordered by or for the Fund through HASI and for any other expenses not contemplated by this Agreement that HASI 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 PortfoliosFund, and each the Fund will be charged according to each the Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each The Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio the Fund that is not actively traded, each the Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASI. In the event that a the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx bxxxxxxx in connection with this Agreement (with the exception of specific amounts which are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASI. A The Fund must notify HASI in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI on a monthly basis those fees determined as set forth on Exhibit F B to this Agreement. The fees set forth on Exhibit F B may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfoliothe Fund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI will from time to time employ or associate with such person or persons as may be appropriate to assist HASI in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a the Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a the Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a the Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI 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. A The Fund agrees to promptly reimburse HASI for any equipment and supplies specially ordered by or for the Fund through HASI and for any other expenses not contemplated by this Agreement that HASI 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 a the Fund and to be borne by the Fund, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI or HASI’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the Fund; expenses of printing and production costs of shareholders’ reports and 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 and other customary mutual fund Fund expenses. In addition, HASI 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 PortfoliosFund, and each the Fund will be charged according to each the Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each the Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each The Fund 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) that are not actively traded). To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each the Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A The Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each the Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI will render, after the close of each month in which 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 a the Fund as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASI. In the event that a 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 are contested in good faith by the Fund as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by HASI. A The Fund must notify HASI in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund and UAMFSI pursuant to this Agreement each Fund Agreement, UAMFSI shall pay HASI on a Service Provider monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The Such fees set forth on Exhibit F may are to be adjusted from time to time by agreement billed monthly and shall be due and payable upon receipt of the partiesinvoice. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Fund's Board. (c) HASI will Service Provider may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Service Provider in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Service Provider and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Service Provider and no obligation will be incurred by or on behalf of a the Fund or UAMFSI in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI UAMFSI may request additional services, additional processing, or special reports on behalf of the Fund or itself. UAMFSI shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Service Provider. If Service Provider elects to provide such services or arrange for their provision, it shall be entitled to reasonable additional fees and expenses at its customary rates and charges, or such other fees, if any, mutually agreed to by Service Provider and UAMFSI. (e) Service Provider will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A Fund UAMFSI agrees to promptly reimburse HASI Service Provider for any equipment and supplies specially ordered by or for UAMFSI or the Fund through HASI Service Provider and for any other expenses not contemplated by this Agreement that HASI Service Provider may incur on the Fund’s behalf, 's and/or UAMFSI's behalf at the Fund’s 's and/or UAMFSI's request or as consented to by the FundFund and/or UAMFSI, provided that Service Provider will notify the Fund and/or UAMFSI of the approximate amount of such expenses prior to incurring them. Such other expenses to be incurred in the operation of a the Fund and to be borne by the FundFund and/or UAMFSI, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Service Provider, or HASI’s affiliatesthe Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory XXXXX filing fees, processing services and related fees; Fund chief compliance officer expensesadvisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing expenses; expenses of fund counsel and legal expensescounsel to the independent trustees; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund (the Fund; expenses 's distributor to bear the expense of printing and production costs of shareholders’ reports and 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 corporateall other printing, shareholder and Board meetings; and any extraordinary expenses and other customary mutual fund expenses. In addition, HASI 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 Portfoliosproduction, and each Fund will be charged according to each Fund’s share distribution of the cost of such services based upon the actual usageprospectuses, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part.statements of (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Service Provider 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. HASI Service Provider will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. Charges remaining unpaid after thirty (30) days of receipt shall bear interest at the rate of 1.5% per month (including specific amounts which are contested in good faith by a Fund as provided finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the Prime Rate (as determined by Service Provider) plus two percent per year and all costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund UAMFSI to HASIService Provider. In the event that a Fund UAMFSI 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 may be contested in good faith by the Fund as provided belowUAMFSI), this Agreement may be terminated upon thirty (30) days’ ' written notice to the Fund UAMFSI by HASIService Provider. A Fund UAMFSI must notify HASI Service Provider in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payabledisputed. The fees set forth in Schedule A may be changed from time to time upon agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Fund pursuant to this Agreement each the Fund shall pay HASI on a Chase monthly basis those fees determined as set forth on Exhibit F in Schedule A to this Agreement. The fees set forth on Exhibit F may be adjusted from time to time by agreement of the parties. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal prorated according to the fee normally due for proportion which such part bears to the full monthly period and shall be payable, without setoff, payable upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net the Fund's assets, the value of the Portfolio’s Fund's assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles principles, and resolutions of the Board. (c) HASI will Chase may, in its sole discretion, from time to time employ or associate with such person or persons as may be appropriate to assist HASI Chase in the performance of this Agreement. Except Such person or persons may be officers and employees who are employed or designated as otherwise expressly provided in this Agreement, officers by both Chase and the Fund. The compensation of such person or persons for such employment shall be paid by HASI Chase and no obligation will be incurred by or on behalf of a the Fund in such respect. If any such person or persons are employed or designated as officers by both HASI and a Fund, HASI shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASI, and a Fund shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the Fund. If HASI gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fund, HASI 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 Fund or acting on business of the Fund. (d) HASI The Fund may request additional services, additional processing, or special reports. The Fund shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by Chase. If Chase elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at an agreed upon rates and charges. (e) Chase will bear all of its own expenses incurred by reason of its in connection with the performance of the services required under this Agreement, Agreement except as otherwise expressly provided in this Agreementherein. A The Fund agrees to promptly reimburse HASI Chase for any equipment and supplies specially ordered by or for the Fund through HASI Chase and for any other expenses not contemplated by this Agreement that HASI Chase may incur on the Fund’s behalf, 's behalf at the Fund’s 's written request or as consented to in writing by the Fund. Such other The Fund will bear its own expenses to be incurred in the associated with operation of a Fund and to be borne by the Fund, includeincluding, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors of the Fund who are not officers, directors, shareholders or employees of HASI Chase or HASI’s its affiliates, or the Fund's investment advisers or distributor; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory EDGAR filing fees; Fund chief compliance officer expensesadvisoxx xxes; charges and expenses of pricing services, including back up to the Fund's primary pricing services; independent public accountants and custodians; insurance premiums for the Fund's insurance coverages, including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Fund; expenses of typesetting and printing and production costs of shareholders’ ' reports and proxy statements and materials; expenses incurred in the transmission of filings (e.g. N-SARs, Registration Statements and proxy materials) to the SEC via EDGAR; costs and expenses of Fund xx Xund stationery and forms; costs and expenses of special telephone and data lines and devices; costs trade association dues and expenses; expenses associated with corporateoff-site storage of Fund records, shareholder and Board meetings; and any extraordinary expenses and other customary mutual fund Fund expenses. In addition, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund is under no obligation to avail itself of third party services through HASI, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's part. (f) All fees, out-of-pocket expenses expenses, or additional charges of HASI Chase shall be billed on a monthly basis and shall be due and payable upon within 15 days of receipt of the invoice. No fees, out-of-pocket expenses or other charges set forth in this Agreement shall be subject to setoff. HASI Chase will render, after the close of each month in 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 at (with the rate exception of 1.5% per month (including specific amounts which are may be contested in good faith by a Fund as provided the Fund) shall bear interest in finance charges equivalent to, in the next paragraphaggregate, unless such amounts prove not to be payable), the prime rate (as published by Chase) and all reasonable costs and expenses of effecting collection of any such charges and interestsums, including reasonable attorney’s 's fees, shall be paid by the Fund to HASIChase. In the event that a the Fund is more than sixty (60) days delinquent in its payments of monthly xxxxxxxx billings in connection with this Agreement witx xxxx Xgreement (with the exception of specific amounts which are may be contested in good faith by the Fund as provided belowFund), this Agreement may be terminated upon thirty (30) days’ ' written notice to the Fund by HASIChase. A The Fund must notify HASI Chase in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period Disputed amounts are not due and payable while they are being investigated; uncontested amounts remain due and payable. The fees set forth in Schedule A may be changed from time to time upon prior written agreement of the parties.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Company and/or a Fund pursuant to this Agreement each Fund the Company shall pay HASI Huntington on a monthly basis those fees determined as set forth on Exhibit F E to this Agreement. The fees set forth on Exhibit F E may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit E. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement.. Huntington Asset Services, Inc. Spirit of America- 4 (b) For the purpose of determining fees calculated as a function of a PortfolioFund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Huntington will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Huntington in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Huntington and no obligation will be incurred by or on behalf of a Fund the Company in such respect. If any such person or persons are employed or designated as officers by both HASI Huntington and a Fundthe Company, HASI Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIHuntington, and a Fund the Company shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the FundCompany. If HASI Huntington gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Company, HASI Huntington 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 Fund Company or acting on business of the FundCompany. (d) HASI Huntington 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. A Fund The Company agrees to promptly reimburse HASI Huntington for any equipment and supplies specially ordered by or for the Fund Company through HASI Huntington and for any other expenses not contemplated by this Agreement that HASI Huntington may incur on the Fund’s Funds’ behalf, at the FundCompany’s request or as consented to by the FundCompany. Such other expenses to be incurred in the operation of a Fund the Company and/or the Funds and to be borne by the FundCompany, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Huntington or HASIHuntington’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Company chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundCompany; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund Company 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, HASI Huntington 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 PortfoliosFunds, and each Fund the Company will be charged according to each Fundthe Company’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Company may contract with its own pricing service and cause such information to be timely provided to HASIHuntington, and is under no obligation to avail itself of the service(s) contracted by HASIHuntington. Each Fund The Company 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) that are not actively traded). To the extent HASI Huntington shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedFund, each Fund the Company shall bear HASIHuntington’s costs and pay HASI Huntington for its assistance at its normal hourly rate then in effect. (e) A Fund The Company may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASI's Huntington’s standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Company is under no obligation to avail itself of third party services through HASIHuntington, and is free to choose its own service provider, so long as such choice does not cause additional work on HASI's Huntington’s part. (f) All fees, out-of-pocket expenses or additional charges of HASI Huntington 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. HASI Huntington will render, after the close of each month in which 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 a Fund the Company as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund to HASICompany to. Huntington Asset Services, Inc. Spirit of America- 5 In the event that a Fund the Company 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 Fund Company as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Company by HASIHuntington. A Fund The Company must notify HASI Huntington in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each Fund Huntington pursuant to this Agreement each Fund Huntington shall pay HASI Unified on a monthly basis those fees determined as set forth on Exhibit F C 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 C applicable to that Portfolio. The fees set forth on Exhibit F C may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit C. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a Portfolio’s net assets, the value of the Portfolio’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Unified will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Unified in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Unified and no obligation will be incurred by or on behalf of a Fund Huntington in such respect. If any such person or persons are employed or designated as officers by both HASI Unified and a Fundthe Investment Company, HASI Unified shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIUnified, and a Fund Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of the FundInvestment Company. If HASI Unified gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Investment Company, HASI 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 Fund Investment Company or acting on business of the FundInvestment Company. (d) HASI 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. A Fund Huntington agrees to promptly reimburse HASI Unified for any equipment and supplies specially ordered by or for the Fund Investment Company through HASI Unified and for any other expenses not contemplated by this Agreement that HASI Unified may incur on Huntington’s or the FundInvestment Company’s behalf, at Huntington’s or the FundInvestment Company’s request or as consented to by Huntington or the FundInvestment Company. Such other expenses to be incurred in the operation of a Fund the Investment Company and to be borne by the FundHuntington, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Unified or HASIUnified’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Investment Company chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundInvestment Company; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund Investment Company 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, HASI 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 each Fund will be charged according to each Fund’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund may contract with its own pricing service and cause such information to be timely provided to HASI, and is under no obligation to avail itself of the service(s) contracted by HASI. Each Fund 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) that are not actively traded. To the extent HASI shall render assistance in good faith valuation of a security held by a Portfolio that is not actively traded, each Fund shall bear HASI’s costs and pay HASI for its assistance at its normal hourly rate then in effect. (e) A Fund Huntington may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIUnified's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund Huntington is under no obligation to avail itself of third party services through HASIUnified, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIUnified's part. (f) All fees, out-of-pocket expenses or additional charges of HASI 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. HASI Unified will render, after the close of each month in which 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 a Fund Huntington as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Huntington to HASIUnified. In the event that a Fund Huntington 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 Fund Huntington as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Huntington by HASIUnified. A Fund Huntington must notify HASI Unified in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.

FEES; EXPENSES; EXPENSE REIMBURSEMENT. (a) As compensation for the services rendered to each the Trust and/or a Fund pursuant to this Agreement each Fund the Trust shall pay HASI Huntington on a monthly basis those fees determined as set forth on Exhibit F G to this Agreement. The fees set forth on Exhibit F G may be adjusted from time to time by agreement of the 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 described in more detail on Exhibit G. Upon any termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be equal to the fee normally due for the full monthly period and shall be payable, without setoff, upon the date of termination of this Agreement. (b) For the purpose of determining fees calculated as a function of a PortfolioFund’s net assets, the value of the PortfolioFund’s net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles and resolutions of the Board. (c) HASI Huntington will from time to time employ or associate with such person or persons as may be appropriate to assist HASI Huntington in the performance of this Agreement. Except as otherwise expressly provided in this Agreement, the compensation of such person or persons for such employment shall be paid by HASI Huntington and no obligation will be incurred by or on behalf of a Fund the Trust in such respect. If any such person or persons are employed or designated as officers by both HASI Huntington and a Fundthe Trust, HASI Huntington shall be responsible for the compensation of such person (including travel and other expenses) in their capacity as an employee or officer of HASIHuntington, and a Fund 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 FundTrust. If HASI Huntington gives permission to one or more of its employees or officers to act as an employee, officer or other agent of a Fundthe Trust, HASI Huntington 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 Fund Trust or acting on business of the FundTrust. (d) HASI Huntington 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. A Fund The Trust agrees to promptly reimburse HASI Huntington for any equipment and supplies specially ordered by or for the Fund Trust through HASI Huntington and for any other expenses not Huntington Asset Services, Inc. Longview Capital Management, LLCValued Advisers Trust- contemplated by this Agreement that HASI Huntington may incur on the Fund’s Funds’ behalf, at the FundTrust’s request or as consented to by the FundTrust. Such other expenses to be incurred in the operation of a Fund the Trust and/or the Funds and to be borne by the FundTrust, include, but are not limited to: taxes; interest; brokerage fees and commissions; salaries and fees of officers and directors who are not officers, directors, shareholders or employees of HASI Huntington or HASIHuntington’s affiliates; SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; advisory fees; Fund Trust chief compliance officer expenses; charges and expenses of custodians; insurance premiums including fidelity bond premiums, errors and omissions and directors and officers premiums; auditing and legal expenses; costs of maintenance of corporate existence; expenses of typesetting and printing of prospectuses and for distribution to current shareholders of the FundTrust; expenses of printing and production costs of shareholders’ reports and proxy statements and materials; costs and expenses of Fund 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, HASI Huntington 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 PortfoliosFunds, and each Fund the Trust will be charged according to each Fundthe Trust’s share of the cost of such services based upon the actual usage, or a pro-rata estimate of the usage, of the services. The parties acknowledge that each Fund the Trust may contract with its own pricing service and cause such information to be timely provided to HASIHuntington, and is under no obligation to avail itself of the service(s) contracted by HASIHuntington. Each Fund 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) that are not actively traded). To the extent HASI Huntington shall render assistance in good faith valuation of a security held by a Portfolio that is not actively tradedFund, each Fund the Trust shall bear HASIHuntington’s costs and pay HASI Huntington for its assistance at its normal hourly rate then in effect. (e) A Fund The Trust or the Adviser may request additional services, additional processing or special reports. Additional services, including third party services, generally will be charged at HASIHuntington's standard rates or at such other rate as agreed upon by the parties. The parties acknowledge that each Fund the Trust is under no obligation to avail itself of third party services through HASIHuntington, and is free to choose its own service provider, so long as such choice does not cause additional work on HASIHuntington's part. (f) All fees, out-of-pocket expenses or additional charges of HASI Huntington 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. HASI Huntington will render, after the close of each month in which 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 a Fund the Trust or the Adviser as provided in the next paragraph, unless such amounts prove not to be payable), and all costs and expenses of effecting collection of any such charges and interest, including reasonable attorney’s fees, shall be paid by the Fund Trust to HASIHuntington. In the event that a Fund 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 Fund Trust or the Adviser as provided below), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund Trust by HASIHuntington. A Fund The Trust or the Adviser must notify HASI Huntington in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts, and the notice shall contain a description of the grounds for the objection sufficient to permit an investigation and determination of its accuracy. Amounts contested in good faith in writing within such 30-day period are not due and payable while they are being investigated; uncontested amounts remain due and payable.