0000950137-05-010778 Sample Contracts

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September, 2005, by and between Optimum QTM Funds, a Delaware statutory trust (the “Trust”), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • August 26th, 2005 • MDT Funds

AGREEMENT made this 1st day of September, 2005, between Optimum QTM Funds, a Delaware business trust (the “Trust”), on behalf of each series of the Trust listed in Schedule A hereto (each a “Fund” and collectively, the “Funds”), and MDT Advisers, a division of Harris Bretall Sullivan Smith, LLC, a Delaware limited liability company (the “Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September,2005, by and between Optimum Q™ Funds, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 26th, 2005 • MDT Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of September 2005, by and between Optimum QTMFunds, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). MDT Advisers, a division of Harris Bretall Sullivan & Smith, LLC, a Delaware limited liability company and the investment adviser to the Trust (the “Adviser”), is a party hereto with respect to Section 5 only.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 26th, 2005 • MDT Funds • Delaware
OPTIMUM QTM FUNDS Investment Management Agreement
Investment Management Agreement • August 26th, 2005 • MDT Funds • Massachusetts

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 1st day of September, 2005, by and between Optimum QTM Funds, a Delaware business trust (the “Trust”), on behalf of each series of the Trust (each, a “Fund” and collectively, the “Funds”) listed in Appendix A hereto, as the same may be amended from time to time, and MDT Advisers, a division of Harris Bretall Sullivan & Smith, LLC, a Delaware limited liability company (the “Manager”).

CUSTODY AGREEMENT
Custody Agreement • August 26th, 2005 • MDT Funds • Delaware
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