Common use of Compensation Clause in Contracts

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this Agreementhereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after Adviser an annual investment advisory fee equal to the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts amount set forth in on Schedule A attached hereto calculated of the average daily value of each Fund’s net assets, subject to any waiver by the Adviser of all or a portion of such compensation, as described below. Schedule A shall be amended from time to time to reflect the addition and/or termination of any Fund as a Fund hereunder and to reflect any change in accordance the advisory fees payable with respect thereto. All fees payable hereunder shall be accrued daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. In case of commencement or termination of this Agreement with respect to any Fund during any calendar month, the fee with respect to such Fund for that month shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of such Fund for the indicated Portfolio. To the extent required by the laws of any state days during which it is in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year effect. (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. b) For the purpose of accruing compensationdetermining fees payable to the Adviser, the value of a Fund’s net assets of will be computed at the Portfolio shall be that determined times and in the manner and on the dates set forth specified in the Fund’s current prospectus of the Trust andProspectus or SAI, and on days on which the net assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the net assets shall have been were determined. (bc) Upon any termination The Adviser may waive fees or reimburse expenses of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs Fund to the date extent necessary to maintain a Fund’s expense ratio at an agreed-upon amount for a period of termination time specified in a separate letter of agreement. The Adviser’s reimbursement of a Fund’s expenses shall be prorated according estimated and paid to the proportion which such period bears Trust monthly in arrears, at the same time as the Trust’s payment to the full monthAdviser for such month as provided in Section 6(a). The Trust may withhold the payment of fees under Section 6(a) to the extent the Adviser, under this Section 6(c), has any amount due and owing to the Trust.

Compensation. (a) As compensation for the services performed provided and the facilities and personnel provided expenses assumed by the Adviser Portfolio Manager under this Agreement, the Trust Manager, out of its fees from the Fund pursuant to the Investment Management Agreement, will pay to the Adviser, promptly after Portfolio Manager at the end of each calendar month for an investment management fee computed daily at an annual rate equal to the services rendered by percentage of each Fund's average daily net assets specified in Exhibit A hereto. The "average daily net assets" shall mean the Adviser during average of the preceding monthvalues placed on the net Assets as of the time at which, and on such days as, the sum Fund lawfully determines the value of the amounts set forth in Schedule A attached hereto calculated its net assets in accordance with the average daily net assets prospectus or otherwise. The value of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust sharesnet Assets, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio Fund, shall always be determined pursuant to the applicable provisions of the Declaration and the Registration Statement. If, pursuant to such provisions, the determination of net asset value for a Fund is suspended for any particular business day, then for the purposes of this section 5, the value of the net Assets as last determined shall be that determined in deemed to be the manner and value of the net Assets as of the close of regular trading on the dates set forth in New York Stock Exchange, or as of such other time as the current prospectus value of the Trust and, on days on which the net assets are not so of the Fund's portfolio may lawfully be determined, on that day. If the determination of the net asset computation value of the shares of the Fund has been so suspended for a period including any month end when the Portfolio Manager's compensation is payable pursuant to be used this section, then the Portfolio Manager's compensation payable at the end of such month shall be as determined computed on the next day on which basis of the value of the net Assets as last determined (whether during or prior to such month). If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof with respect to the net Assets on that day shall have been determined. (b) Upon any termination be deemed to be the sole determination thereof on that day with respect to the net Assets for the purposes of this Agreement on a day other section 5. If the Portfolio Manager serves less than the last day whole of the monthany period specified, the fee its compensation will be prorated. The Portfolio Manager may from time to time and for the period from the beginning of the month in which termination occurs such periods as deemed appropriate reduce its compensation to the date of termination shall be prorated according extent that the Fund's expenses exceed such lower expense as the Manager may, by notice to the proportion which such period bears Trust, voluntarily declare to the full monthbe effective.

Compensation. (a) As compensation for For services performed and the facilities and personnel provided by the Adviser under this Indenture the Trustee shall be paid a fee at an annual rate in the amount per Unit set forth in the Trust Agreement. The Trustee shall charge a pro rated portion of its annual fee at the times specified in Section 3.05, which pro rated portion shall be calculated on the basis of the largest number of Units in such Trust at any time during the primary offering period. After the primary offering period has terminated, the Trust will pay to fee shall accrue daily and be based on the Adviser, promptly after number of Units outstanding on the first (1st) Business Day of each calendar year in which the fee is calculated or the number of Units outstanding at the end of the primary offering period, as appropriate. The annual Trustee fee shall be prorated for any calendar year in which the Trustee provides services during less than the whole of such year. The Trustee may from time to time adjust its compensation as set forth above provided that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled “All Services Less Rent of Shelter” or similar index, if such index should no longer be published. The consent or concurrence of any Unitholder hereunder shall not be required for any such adjustment or increase. Such compensation shall be calculated and paid in installments by the Trustee against the Reserve, Income and Capital Accounts of each month Trust at the times specified in Section 3.05; provided, however, that such compensation shall be deemed to provide only for the usual, normal and proper functions undertaken as Trustee pursuant to this Indenture. The Trustee shall also charge the Income and Capital Accounts of each Trust for any and all expenses and disbursements incurred hereunder, including license fees, if any, expenses incurred in printing and delivering quarterly, semi-annual or annual communications to Unitholders if the Prospectus so provides, legal and auditing expenses, and for any extraordinary services rendered performed by the Adviser during Trustee hereunder relating to such Trust. The Trustee shall be indemnified ratably by the preceding monthaffected Trusts and held harmless against any loss or liability accruing to it without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises. If the cash balances in the Reserve, Income and Capital Accounts of the affected Trust shall be insufficient to provide for amounts payable pursuant to this Section 7.04, the sum Trustee shall have the power to sell (i) Securities of the affected Trust from the Securities designated to be sold pursuant to Section 6.02, or (ii) if no such Securities have been so designated, such Securities of the affected Trust as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 7.04. Notwithstanding anything to the contrary herein, if the Trustee sells or otherwise liquidates Fund Shares pursuant to this Section 7.04, the Trustee shall do so, as nearly as practicable, on a pro rata basis among all Securities held by a Trust. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 7.04. Any moneys payable to the Trustee pursuant to this Indenture shall be secured by a prior lien on the affected Trust.” 47. The second paragraph of Section 9.02 of Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: “In the event of any termination of the Trust prior to the Mandatory Termination Date, the Trustee shall proceed to liquidate the Securities then held and make the payments and distributions provided for hereinafter in this Section 9.02, except that in such event, the distribution to each Unitholder shall be made in cash and shall be such Unitholder’s pro rata interest in the balance of the Reserve, Capital and Income Accounts after the deductions herein provided. In the event that the Trust shall terminate on the Mandatory Termination Date, the Trustee shall, not less than thirty (30) days prior to the Mandatory Termination Date, send a written notice to all Unitholders of record. If such Unitholder owns the minimum number of Units set forth in Schedule A attached hereto calculated a Trust’s Prospectus, such notice shall further indicate that such Unitholder may elect to receive an In Kind Distribution in connection with the termination of such Trust (as described in Section 6.02). The Trustee will honor duly executed requests for In Kind Distributions received by the close of business ten (10) Business Days prior to the Mandatory Termination Date. Unitholders who do not effectively request an In Kind Distribution shall receive their distribution upon termination in cash. Notwithstanding anything to the contrary herein, no Unitholder of a Grantor Trust may elect to receive an In Kind Distribution in connection with the termination of such Trust within thirty (30) days of the termination of such Trust.” 48. The fourth paragraph of Section 9.02 of Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: “In connection with the termination of a Trust, the Trustee will liquidate the Securities not segregated for In Kind Distributions during such period and in such daily amounts as the Supervisor shall direct. The Depositor shall direct the liquidation of the Securities in such manner as to effectuate orderly sales and a minimal market impact. Notwithstanding the foregoing, the Depositor shall direct the liquidation of Options in a Trust in an effort to liquidate all such Options prior to the expiration of such Options, provided, however, if the Depositor determines that it is in the best interest of the Trust, the Depositor may direct the Trustee to take such action as is necessary to exercise each in-the-money purchased Option and to provide for the settlement of the exercise of any written Option assigned to the Trust. In the event the Depositor does not provide directions as to the liquidation of Securities, the Securities shall be sold within a reasonable period and in such manner as the Trustee, in its sole discretion, shall determine, provided that the Trustee shall liquidate each Option position in a Trust on its expiration date prior to expiration or exercise, provided further that if any Option is not so liquidated, the Trustee shall take such action as is necessary to exercise each in-the-money purchased Option and to provide for the settlement of the exercise of any written Option assigned to the Trust. The Trustee shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the average daily net assets Depositor’s direction or, in the absence of such direction, in the exercise of the indicated Portfoliodiscretion granted by this Section 9.02. To The Trustee shall deduct from the extent required by the laws proceeds of these sales and pay any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of tax or governmental charges and any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred commissions in connection with such sales. Amounts received by the distribution Trustee representing the proceeds from the sales of Securities shall be credited to the Capital Account.” 49. Section 9.02(a) through (c) of Standard Terms and Conditions of Trust sharesshall be replaced in its entirety with the following: (a) deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or, to the extent that funds are not available in the Income Account of such Trust, from the Capital Account of such Trust, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser pay to itself individually an amount equal to the sum of (i) its accrued compensation for its ordinary recurring services, (ii) any compensation due it for its extraordinary services in connection with such Trust, the and (iii) any costs, expenses or indemnities in connection with such Trust agrees to reimburse the Adviser for any expenses waived, as provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined.herein; (b) Upon deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or, to the extent that funds are not available in the Income Account, from the Capital Account of such Trust, and pay accrued and unpaid fees of the Depositor and counsel (and Supervisor and Evaluator, if applicable) in connection with such Trust, if any; (c) deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or the Capital Account of such Trust any termination amounts which may be required to be deposited in the Reserve Account to provide for payment of any applicable taxes or other governmental charges and any other amounts which may be required to meet expenses incurred under this Agreement on a day Indenture in connection with such Trust;” 50. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, no Unitholder other than the last day Depositor may request a distribution of Securities in-kind pursuant to Sections 6.02, 6.04 or 9.02. 51. The first sentence in Section 9.01(b) of the month, Standard Terms and Conditions of Trust shall be replaced in its entirety with the fee following: “Except for the period from amendments, changes or modifications as provided in Section 9.01(a), neither the beginning parties hereto nor their respective successors shall consent to any other amendment, change or modification of this Indenture without the giving of notice and the obtaining of the month approval or consent of Unitholders representing at least 80% of the Units then outstanding of the affected Trust.” 52. The first sentence in which termination occurs to Section 9.02 of the date Standard Terms and Conditions of termination Trust shall be prorated according to replaced in its entirety with the proportion which such period bears to the full month.following:

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s 's aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s 's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this AgreementInvesco PowerShares Capital Management hereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of Invesco PowerShares Capital Management an annual advisory fee (“Advisory Fee”) calculated based on average daily net assets equal to the amounts set forth on Schedule A, attached hereto. Each Fund is responsible for its own expenses, including, but not limited to, investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses incurred in Schedule A attached hereto calculated connection with the execution of portfolio securities transactions on behalf of such Fund; expenses incurred in accordance connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act; licensing fees related to the use of the Fund’s benchmark index; litigation expenses; fees and salaries payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or Invesco PowerShares Capital Management; all expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust and extraordinary expenses. (b) The Advisory Fee shall be computed and accrued daily based on the average daily net assets of each Fund and paid monthly to Invesco PowerShares Capital Management on or before the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess first business day of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedsucceeding calendar month. (bc) Upon any termination of If this Agreement on a day other than becomes effective or terminates before the last day end of the any month, the fee for the period from the beginning effective date to the end of the month in which termination occurs or from the beginning of such month to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. (d) For the services provided and the expenses assumed pursuant to this Agreement with respect each Fund listed on Schedule A attached hereto, as it may be amended from time to time, the Trust will pay to Invesco PowerShares Capital Management from the assets of such Fund a fee in an amount to be agreed upon between the parties and set forth in Schedule A, attached hereto.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In addition, from time to time the Adviser may waive fees or reimburse expenses with respect to a Portfolio in order that its expense ratio not exceed a specified amount as set forth in the Portfolio's prospectus. In the event any amounts are so waived or contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for Adviser, within a two-year period after such waiver, any expenses waived, provided that such reimbursement does not result in increasing the Trust’s 's aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s 's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this Agreementhereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after Adviser an annual investment advisory fee equal to the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts amount set forth in on Schedule A attached hereto calculated of the average daily value of each Fund’s net assets, subject to any waiver by the Adviser of all or a portion of such compensation, as described below. Schedule A shall be amended from time to time to reflect the addition and/or termination of any Fund as a Fund hereunder and to reflect any change in accordance the advisory fees payable with respect thereto. All fees payable hereunder shall be accrued daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. In case of commencement or termination of this Agreement with respect to any Fund during any calendar month, the fee with respect to such Fund for that month shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of such Fund for the indicated Portfolio. To the extent required by the laws of any state days during which it is in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year effect. (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. b) For the purpose of accruing compensationdetermining fees payable to the Adviser, the value of a Fund’s net assets of will be computed at the Portfolio shall be that determined times and in the manner and on the dates set forth specified in the Fund’s current prospectus of the Trust andProspectus or SAI, and on days on which the net assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the net assets shall have been were determined. (bc) Upon any termination The Adviser may waive fees or reimburse expenses of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs Fund to the date extent necessary to maintain a Fund's expense ratio at an agreed-upon amount for a period of termination time specified in a separate letter of agreement. The Adviser's reimbursement of a Fund's expenses shall be prorated according estimated and paid to the proportion which such period bears Trust monthly in arrears, at the same time as the Trust's payment to the full monthAdviser for such month as provided in Section 6(a). The Trust may withhold the payment of fees under Section 6(a) to the extent the Adviser, under this Section 6(c), has any amount due and owing to the Trust.

Compensation. (a) As compensation In consideration of the foregoing, the Fund shall pay the Adviser a fee at an annual rate as listed in Appendix A hereto (the “Advisory Fee”), which shall be based on the Fund’s net asset value as of the end of each month. The Advisory Fee shall be accrued monthly and paid monthly in arrears by the Fund no later than the fifteenth day of each calendar month for services performed hereunder during the prior calendar month. If the Advisory Fee begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, the Advisory Fee to be received by the Adviser for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated based on the number of days the Agreement is in effect during that month as a percentage of the total number of days in that month. Upon the termination of this Agreement, the Fund shall pay to the Adviser such compensation as shall be payable prior to the effective date of termination. (b) The Adviser shall reimburse expenses of the Fund or waive its Advisory Fee to the extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for a period of time specified in a separate expense limitation agreement (“Expense Limitation Agreement”). The Adviser’s reimbursement of the Fund’s expenses shall be estimated and paid to the facilities and personnel provided Fund monthly in arrears, at the same time as the Fund’s payment to the Adviser for such month. Any such reductions made by the Adviser in its fees or payment of expenses which are the Fund’s obligation may be subject to reimbursement by the Fund consistent with the terms of the Expense Limitation Agreement. (c) The fee payable to the Adviser under this Agreement, the Trust will pay Agreement may be reduced to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed receivable owed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, Fund (provided that such reimbursement does obligation is not result in increasing the Trust’s aggregate expenses above the aforementioned subject to a good faith dispute) or as required under any operating expense limitation ratios. The Adviser’s agreement applicable to the Fund. (d) No fee shall be accrued daily at 1/365th payable hereunder with respect to that portion of the applicable annual rate set forth above. For the purpose of accruing compensation, the net Fund assets of the Portfolio shall be that determined which are invested in the manner and on the dates set forth in the current prospectus of the Trust and, on days on any other account or other investment company for which the net assets are not so determined, the net asset computation to be used shall be Adviser serves as determined on the next day on investment adviser or subadviser and for which the net assets shall have been determinedAdviser already receives an advisory fee. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this Agreementhereunder with respect to the Fund, the Trust will shall pay to the Adviser, promptly after Adviser an annual investment advisory fee equal to the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts amount set forth in on Schedule A attached hereto calculated of the average daily value of the Fund’s net assets, subject to any waiver by the Adviser of all or a portion of such compensation, as described below. Schedule A shall be amended from time to time to reflect the addition and/or termination of the Fund as a Fund hereunder and to reflect any change in accordance the advisory fees payable with respect thereto. All fees payable hereunder shall be accrued daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. In case of commencement or termination of this Agreement with respect to the Fund during any calendar month, the fee with respect to the Fund for that month shall be reduced proportionately based upon the number of calendar days during which it is in effect, and the fee shall be computed upon the average daily net assets of the indicated Portfolio. To Fund for the extent required by the laws of any state days during which it is in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year effect. (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. b) For the purpose of accruing compensationdetermining fees payable to the Adviser, the value of the Fund’s net assets of will be computed at the Portfolio shall be that determined times and in the manner and on the dates set forth specified in the Fund’s current prospectus of the Trust andProspectus or SAI, and on days on which the net assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the net assets shall have been were determined. (bc) Upon any termination of this Agreement on a day other than the last day The Adviser may waive fees or reimburse expenses of the month, Fund to the fee extent necessary to maintain the Fund’s expense ratio at an agreed-upon amount for the a period from the beginning of time specified in a separate letter of agreement. The Adviser’s reimbursement of the month in which termination occurs Fund’s expenses shall be estimated and paid to the date of termination shall be prorated according Trust monthly in arrears, at the same time as the Trust’s payment to the proportion which Adviser for such period bears month as provided in Section 6(a). The Trust may withhold the payment of fees under Section 6(a) to the full monthextent the Adviser, under this Section 6(c), has any amount due and owing to the Trust.

Compensation. (a) As compensation for For the services performed rendered, the facilities furnished and the facilities and personnel provided expenses assumed by the Adviser under this AgreementAdviser, the Trust will Fund shall pay to the AdviserAdviser at the end of each calendar month a fee based upon the average daily value of the net assets of the Fund at the annual rate of 0.90% of an aggregate of (i) the Fund’s average daily net assets and (ii) the proceeds of any outstanding borrowings used for leverage (“average daily net assets” means the average daily value of the total assets of the Fund, promptly after including the amount obtained from leverage and any proceeds from the issuance of preferred stock, minus the sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid interest on outstanding borrowings and (iii) accumulated dividends on shares of outstanding preferred stock), commencing on the day following effectiveness hereof. For purposes of this calculation, average daily net assets is determined at the end of each month for on the services rendered by the Adviser during the preceding month, the sum basis of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated PortfolioFund for each day during the month. To It is understood that the extent required by the laws liquidation preference of any state outstanding preferred stock (other than accumulated dividends) is not considered a liability in determining the Fund’s average daily net assets. The fee for the period from the Effective Date (defined below) of the Agreement to the end of the month during which the Trust is subject Effective Date occurs will be prorated according to an expense guarantee limitation, if the aggregate expenses proportion that such period bears to the full monthly period. Upon any termination of any Portfolio in any fiscal year exceed this Agreement before the specified expense limitation ratios for that year (calculated on end of a daily basis)month, the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may part of that month will be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser prorated according to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided proportion that such reimbursement does not result in increasing period bears to the Trust’s aggregate expenses above full monthly period and will be payable upon the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th date of the applicable annual rate set forth abovetermination of this Agreement. For the purpose of accruing compensationdetermining fees payable to the Adviser, the value of the Fund’s net assets of will be computed at the Portfolio shall be that determined times and in the manner and on the dates set forth specified in the current prospectus of the Trust andProspectus, and on days on which the net assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the net assets shall have been were determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) This is a Cost Plus Fixed Fee Term Agreement. The STATE has evaluated and selected the CONSULTANT based on its ability to perform a maximum of $max ceiling worth of engineering services during the term of this Agreement. As compensation for services performed and of the facilities and personnel provided by date of this Agreement, $start up amount of the Adviser $max ceiling maximum total has been appropriated to accomplish work under this Agreement. Under no circumstance will the STATE issue individual project assignments that cumulatively exceed $start up amount in value unless and until additional funds sufficient to fully cover the work of each subsequent assignment have been appropriated or otherwise made available. The CONSULTANT agrees that all funds are subject to appropriations and the availability of funds. No more than $750,000 can be expended on an individual project involving Preliminary/Final Design/Construction Engineering Services, Right-of-Way Services, and Construction Inspection Services. This can be accomplished either in one task order or in multiple task orders not to exceed $750,000 for an individual project. In addition to this limit on total compensation, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts limitations set forth in Schedule A attached hereto calculated in accordance with any Task Order and the average daily net assets limitations set forth below on specific categories of the indicated Portfoliocosts shall also apply. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, The STATE will make payment for properly prepared invoices if the aggregate expenses of Fixed Fee amounts for the CONSULTANT and Subconsultants are correct and the total costs are within the base agreement ceiling and the ceiling on any Portfolio in any fiscal year Task Orders. Invoices will not be rejected if cumulative costs exceed the specified expense limitation ratios for that year (calculated on a daily basis)various line item cost ceilings such as direct salary, the Adviser agrees to waive such portion of its advisory fee direct expenses, overhead, or individual sub-consultant ceilings. Any ▇▇▇▇▇▇▇▇ in excess of allowable fee will be reduced to the limitation, but such waiver shall not exceed the full amount current allowable ceiling amount. Monthly invoices must detail actual costs versus budgeted for each of the advisory fee contract line items. This Agreement does not create for such year except as may be elected by Adviser the CONSULTANT the right to provide any services other than those specifically authorized in Part IV.A. The STATE reserves the right to perform any services for a Task Order with its discretionown forces or to contract with other parties for performance of said services. 1. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses Allowable direct costs are those costs incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to CONSULTANT solely for the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner work and on the dates services set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. subparagraph 3(a) and (b) Upon any termination and in subparagraph 4(a) below and not identified as unallowable. Allowable indirect costs are those costs (i.e., payroll burden, general overhead and administrative costs) of the CONSULTANT set forth in subparagraph 3(c) below which are not identified solely with one agreement, but are rather, company‑wide or attributable to more than one agreement of the CONSULTANT, and are not identified as unallowable. Costs incurred in preparing proposals for this Agreement on a day other than the last day of the monthand modifications, the fee for the period from the beginning of the month in which termination occurs to the date of termination if any, shall be prorated according to the proportion which such period bears to the full monthtreated as allowable indirect costs.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Trust Portfolios will pay to the Adviser, promptly after Investment Adviser and the end Investment Adviser will accept as full compensation therefor a fee computed daily and paid monthly on the first business day of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth aboveon Schedule A hereto. For If the purpose fee payable to the Investment Adviser pursuant to this paragraph begins to accrue before the end of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of month or if this Agreement on a day other than terminates before the last day end of the any month, the fee for the period from such date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. For purposes of calculating fees, the value of a Portfolio’s net assets shall be computed in the manner specified in the Prospectus and the Fund’s Declaration of Trust (or New Declaration of Trust, as applicable) for the computation of the value of a Portfolio’s net assets in connection with the determination of the net asset value of the Portfolio’s shares. If in any fiscal year the aggregate expenses of any of the Portfolios (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, the Investment Adviser will reimburse the Portfolio for a portion of such excess expenses equal to such excess times the ratio of the fees otherwise payable by the Portfolio to the Investment Adviser hereunder (after giving effect to any waiver of fees agreed to by the Investment Adviser) to the aggregate fees otherwise payable by the Portfolio to the Investment Adviser hereunder (after giving effect to any waiver of fees agreed to by the Investment Adviser). The obligation of the Investment Adviser to reimburse the Portfolios hereunder is limited in any fiscal year to the amount of its fee hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Investment Adviser shall reimburse the Portfolios for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated daily and reconciled and paid on a monthly basis.

Compensation. (a) As compensation USBGFS shall be compensated for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for providing the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated this Agreement in accordance with the average daily net assets fee schedule set forth on Schedule III hereto (as amended from time to time). USBGFS shall also be reimbursed for such miscellaneous expenses as set forth on Schedule III hereto as are reasonably incurred by USBGFS in performing its duties hereunder. The parties agree that other than the fee rates and expenses listed on Schedule III, the Company will not be assessed any additional charges with respect to the performance of the indicated Portfolioservices provided by USBGFS hereunder unless mutually agreed to in writing by the parties. To USBGFS agrees that it will bear the costs of all system upgrades or changes that would be required for USBGFS to perform the services hereunder in accordance with the terms of this Agreement. However, to the extent required by significant regulatory changes, significant legal changes, or changes in the laws of any state Company’s service elections necessitate significant system upgrades or changes or significant changes to the services outlined in which the Trust is subject to an expense guarantee limitationSchedule I, and if the aggregate expenses parties agree that USBGFS shall provide such services or arrange for the provision of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)such services, the Adviser agrees USGBFS shall be entitled to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, additional fees and expenses incurred as agreed to in connection with writing by the distribution Company and USBGFS. The Company shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of Trust sharesthe billing notice, and extraordinary expenses including litigation expensesexcept for any fee or expense subject to a good faith dispute. In The Company shall notify USBGFS in writing within 30 calendar days following receipt of each invoice if the event Company is disputing any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiosgood faith. The Adviser’s fee Company shall be accrued daily at 1/365th pay such disputed amounts within 15 calendar days of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net parties agree to the amount to be paid, if any. With the exception of any fee or expense the Company is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge after the due date of 1½% per annum. USBGFS shall provide one invoice with the Funds broken down individually to the Companies and Funds listed on Exhibit A, and such invoice will clearly identify specific services performed by USBGFS with respect to the Funds and the amounts owed by each Fund. Notwithstanding anything to the contrary, amounts owed by a Fund to USBGFS shall be payable only out of assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day and property of the monthparticular Fund involved or by SSGA Funds Management, the fee for the period from the beginning of the month in which termination occurs Inc. If and to the date of termination extent that any amounts owed by any Fund to USBGFS are paid by any third party, such Fund shall be prorated according relieved of its obligation to the proportion which pay such period bears to the full monthamount.

Compensation. (a) As compensation for the services performed and the facilities and personnel provided by which the Adviser under this Agreementis to provide or cause to be provided pursuant to Paragraph 3, the Trust will each Fund shall pay to the AdviserAdviser out of Fund assets an annual fee, promptly after computed and accrued daily and paid in arrears on the end first business day of each month for the services rendered by the Adviser during the preceding every month, at the sum of the amounts rate set forth in opposite each Fund’s name on Schedule A attached hereto calculated in accordance with A, which shall be a percentage of the average daily net assets of the indicated PortfolioFund (computed in the manner set forth in the Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month. At the request of the Adviser, some or all of such fee shall be paid directly to a Sub-Adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate basis. In the event that the total expenses of a Fund exceed the limits on investment company expenses imposed by any statute or any regulatory authority of any jurisdiction in which shares of such Fund are qualified for offer and sale, the Adviser will bear the amount of such excess, except: (i) the Adviser shall not be required to bear such excess to an extent greater than the compensation due to the Adviser for the period for which such expense limitation is required to be calculated unless such statute or regulatory authority shall so require, and (ii) the Adviser shall not be required to bear the expenses of the Fund to an extent which would result in the Fund’s or Trust’s inability to qualify as a regulated investment company under the provisions of Subchapter M of the Code. The Adviser shall have the right, but not the obligation, to voluntarily defer any portion of the advisory fee or absorb any portion of the expenses described in Section 7 below. To the extent required by that the laws Adviser defers advisory fees or absorbs operating expenses, it may seek payment of any state such deferred fees or reimbursement of such absorbed expenses within two (2) fiscal years after the fiscal year in which the Trust is subject to an expense guarantee limitationfees were deferred or expenses were absorbed. A Fund will make no such payment or reimbursement, however, if the aggregate Fund’s total annual operating expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), limits disclosed in the Adviser agrees to waive such portion of its advisory fee Fund’s Prospectus in excess effect at the time of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedproposed payment or reimbursement. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for a. For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, the Trust Fund will pay to Adviser and Adviser will accept as full compensation therefor a fee, computed daily and payable monthly, at the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts annual rates set forth in Schedule on Appendix A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliohereto. To the extent required by the laws of any state in which the Trust Such fee as is subject attributable to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the each Portfolio shall be that determined in the manner a separate charge to such Portfolio and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on several (and neither joint nor joint and several) obligation of such Portfolio. For any period less than a month during which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the monthis in effect, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. b. If in any fiscal year the aggregate expenses of one or more Portfolios (as defined under the securities regulations of any state having jurisdiction over the Fund) exceed the expense limitations of any such state, Adviser will bear its share of the amount of such excess in proportion to the aggregate fees otherwise payable to it hereunder and to the Fund’s co-administrators under their administration agreements with the Fund. The obligation of Adviser to reimburse the Fund under this Paragraph 8(b) is limited in any fiscal year to the amount of its fees otherwise payable hereunder attributable to the Portfolios for such fiscal year, provided; however, that notwithstanding the foregoing, Adviser shall reimburse the Fund for the full monthamount of its share of any such excess expenses regardless of the amount of fees otherwise payable to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Fund so require. Such expense reimbursement, if any, will be estimated, reconciled and paid on a monthly basis. c. For purposes of the fee rates set forth on Appendix A, the net assets of the Portfolios shall be calculated pursuant to the procedures adopted by resolutions of the Fund’s Board of Trustees for calculating the value of the Fund’s assets or delegating such calculations to third parties.

Compensation. If, during the term of this agreement, your employment is terminated (A) by your Employer without “Cause” or (B) by you following a “Material Adverse Change” (as such terms are defined below), and subject to (X) your execution of a Release and Restrictive Covenant Agreement substantially in the form attached to this letter agreement as Exhibit A (the “Release and Restrictive Covenant Agreement”) within 30 days following the date of your termination of employment and (Y) your continued compliance with such Release and Restrictive Covenant Agreement for the periods described therein, you will be entitled to receive: (a) As compensation An amount equal to your annual base salary in effect on the date of your termination (which, for services performed the avoidance of doubt shall not include any amounts in respect of any car allowance or payments for any other perquisites or benefits that you may be entitled to). This salary continuation shall be payable in equal installments over the 12-month period following the date of your termination of employment (the “Payment Period”), in accordance with your Employer’s normal payroll practices; (b) An amount equal to the pro rata portion, based upon the percentage of such year that shall have elapsed through the date of your termination of employment, of the lesser of (I) your target annual cash bonus with respect to the fiscal year during which your termination of employment occurs (the “Year of Termination”) and (II) the facilities actual annual cash bonus you would have received with respect to the Year of Termination based on actual performance during that year, measured as of the time such performance is measured for purposes of paying annual cash bonuses to other executives of your Employer with respect to such year (the “Pro Rata Bonus”). You shall be paid a lump sum cash payment equal to the Pro Rata Bonus when annual cash bonuses with respect to the Year of Termination are paid to other executives of your Employer, which shall be not later than March 15 next following the close of the fiscal year to which the bonus relates; provided that it shall not be a breach of this letter agreement if payment is made later in such year to the extent financial results are not available by March 15 so long as payment is made by payroll as soon as practicable following certification of such results; (c) To the extent not already paid prior to the date of your termination, an amount equal to the actual annual cash bonus you would have received with respect to the year prior to the Year of Termination based on actual performance during that year, measured as of the time such performance is measured for purposes of paying annual cash bonuses to other executives of your Employer with respect to such year (the “Actual Bonus”). You shall be paid a lump sum cash payment equal to the Actual Bonus as soon as reasonably practicable following the date that the amount of the Actual Bonus is determined, which shall be not later than March 15 next following the close of the fiscal year to which the bonus relates; provided that it shall not be a breach of this letter agreement if payment is made later in such year to the extent financial results are not available by March 15 so long as payment is made by payroll as soon as practicable following certification of such results; (d) Continuation of medical and personnel dental benefits for you and your spouse and dependents, if any, during the Payment Period, in the same plans and on the same basis (including, without limitation, contribution rates) as such benefits are provided from time to time to actively employed executives of your Employer, subject to the terms of such plans as the same may exist from time to time; provided, that, the Employer’s obligation to provide such medical and dental benefits shall cease at the time you become eligible for such benefits from another employer; and (i) Your base salary through the date of termination; (ii) any declared but unpaid annual cash bonus for any fiscal year preceding the year in which the termination occurs; (iii) reimbursement for any unreimbursed business expenses properly incurred by you in accordance with Employer policy through your date of termination; and (iv) any other amounts, including without limitation, accrued but unused vacation, required to be paid to you under any applicable state statute or regulation. The Employer shall have the authority to delay the provision of any amounts or benefits under this letter agreement to the extent it reasonably deems necessary to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) (relating to payments made to “specified employees”); in such event any such amount or benefit to which you would otherwise be entitled during the six-month period following your separation from service will be provided or paid on the first business day following the expiration of such six-month period, or, if earlier, the date of death. For purposes of Section 409A of the Code, the right to a series of installment payments under this letter agreement shall be treated as a right to a series of separate payments except where otherwise specifically provided. Your employment shall not be deemed to be terminated by your Employer without Cause or by you following a Material Adverse Change, and you shall not be entitled to any payments or benefits under this Section 2 solely on account of, the sale or disposition by Ply Gem or any Employer, or any parent of Ply Gem or any Employer, as applicable, of the subsidiary or division for which you are employed if you are offered employment by the Adviser purchaser or acquirer of such subsidiary or division and such acquirer or purchaser agrees to assume the terms of this letter agreement. Notwithstanding anything to the contrary in this letter agreement, no further payments or benefits are due under this AgreementSection 2, the Trust will pay to the Adviserand all other benefits, promptly after the end if any, due you following a termination of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated employment shall be determined in accordance with the average daily net assets plans, policies and practices of your Employer. In addition, subject to applicable state law, Ply Gem and any Employer, as applicable, shall have the right to reclaim any amounts already paid to you under this Section 2 if, at any time during the Restricted Period (as such term is defined in the attached Release and Restrictive Covenant Agreement) after your employment is terminated, (i) you breach any of the indicated Portfolio. To the extent required by the laws provisions of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess Section VI of the limitationRelease and Restrictive Covenant Agreement, but such waiver shall not exceed or (ii) the full amount of the advisory fee for such year except as may be elected by Adviser Board determines, in its discretion. For this purposegood faith, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust andgrounds existed, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs or prior to the date of termination shall be prorated according of your employment with Employer, including prior to the proportion which such period bears date of this letter agreement, for your Employer to the full monthterminate your employment for Cause; provided, that, in all events you will be entitled to receive amounts in sub-clauses (i), (iii), and (iv) of Section 2(e) above.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, the Trust Investment Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor a fee computed daily and paid monthly in arrears at the annual rate set forth on Schedule A, based on each Fund's average daily net assets, computed in the manner set forth in the Registration Statement of the Trust. With regard to certain of the Funds indicated on Schedule A for which the Co-Sub-Advisers provide co-sub-advisory services, the Investment Adviser will pay the full fee to Baring Asset Management, Inc. who will accept the fee on behalf of all the Co-Sub-Advisers and who will in turn pay to the Adviserother Co-Sub-Advisers their compensation as agreed between Baring Asset Management, promptly after Inc. and the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expensesother Co-Sub-Advisers. In the event any amounts are so contributed that investment advisory fees charged to a Fund by the Investment Adviser are waived, deferred or reduced, then sub-advisory fees payable in accordance with this Paragraph 9 shall be proportionally waived, deferred or reduced. Such fee reduction, if applicable, shall be applied on a monthly basis at the time each payment of sub-advisory fees is due hereunder. The Sub-Adviser will be given at least 30 days' written notice of any proposed waiver, deferral or reduction of investment advisory and sub-advisory fees. Further, if the fees payable to the TrustSub-Adviser begin to accrue before the end of any month, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of or if this Agreement on a day other than terminates before the last day end of the any month, the fee then such fees for the period from the beginning of the such month in which termination occurs to the date of termination shall be prorated according to the proportion which such the partial period bears to the full monthmonth in which such effectiveness or termination occurs.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Trust Funds will pay to the Adviser, promptly after Investment Adviser and the end Investment Adviser will accept as full compensation therefor a fee computed daily and paid monthly on the first business day of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser equal to the Trust, lesser of (i) the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall on Schedule A hereto or (ii) such fee as may from time to time be that determined agreed upon in the manner and on the dates set forth in the current prospectus of writing by the Trust and, on days on which and the net assets are not so determined, Investment Adviser. If the net asset computation fee payable to be used shall be as determined on the next day on which Investment Adviser pursuant to this paragraph begins to accrue after the net assets shall have been determined. (b) Upon beginning of any termination of month or if this Agreement on a day other than terminates before the last day end of the any month, the fee for the period from such date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. For purposes of calculating fees, the value of a Fund's net assets shall be computed in the manner specified in the Prospectus and the Trust's Declaration of Trust for the computation of the value of the Fund's net assets in connection with the determination of the net asset value of the Fund's shares. If in any fiscal year the aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Trust) of any of the Funds of the Trust exceed the expense limitations of any such state, the Investment Adviser will make payment to the Trust for a portion of such excess expenses equal to such excess times the ratio of the aggregate fees otherwise payable by the Fund to the Investment Adviser under this Investment Advisory Agreement to the aggregate fees otherwise payable by the Fund (1) to the Investment Adviser under this Investment Advisory Agreement with the Trust and (2) to BISYS Fund Services, Inc. under the Management and Administration Agreement between BISYS Fund Services, Inc., and the Trust. The obligation of the Investment Adviser to make payment to the Trust hereunder is limited in any fiscal year to the amount of the fee received by the Investment Adviser from the Fund for investment advisory or consulting services for such fiscal year, provided, however, that notwithstanding the foregoing, the Investment Adviser shall make payment to the Trust for such proportion of such excess expenses regardless of the amount of fees received by it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Trust so require. Such expense reimbursement, if any, will be estimated daily and reconciled and paid on a monthly basis.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this AgreementInvesco Capital Management hereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of Invesco Capital Management an annual advisory fee (“Advisory Fee”) calculated based on average daily net assets equal to the amounts set forth on Schedule A, attached hereto. Each Fund is responsible for its own expenses, including, but not limited to, investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses incurred in Schedule A attached hereto calculated connection with the execution of portfolio securities transactions on behalf of such Fund; expenses incurred in accordance connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act; licensing fees related to the use of the Fund’s benchmark index; litigation expenses; fees and salaries payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or Invesco Capital Management; all expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust and other extraordinary expenses, including all costs incurred in connection with all proxies (except for such proxies related to: (i) changes to this Agreement, (ii) the election of any Board member who is an “interested person” of the Funds of the Trust (as that term is defined under Section 2(a)(19) of the 1940 Act), or (iii) any other matters that directly benefit Invesco Capital Management). (b) The Advisory Fee shall be computed and accrued daily based on the average daily net assets of each Fund and paid monthly to Invesco Capital Management on or before the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess first business day of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedsucceeding calendar month. (bc) Upon any termination of If this Agreement on a day other than becomes effective or terminates before the last day end of the any month, the fee for the period from the beginning effective date to the end of the month in which termination occurs or from the beginning of such month to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. (d) For the services provided and the expenses assumed pursuant to this Agreement with respect each Fund listed on Schedule A attached hereto, as it may be amended from time to time, the Trust shall pay to Invesco Capital Management from the assets of such Fund a fee in an amount to be agreed upon between the parties and set forth in Schedule A, attached hereto, so long as Invesco Capital Management has not waived all or a portion of such compensation.

Compensation. (a) As compensation for the services performed which the Sub-Adviser is to provide or cause to be provided pursuant to Paragraph 3, the Adviser shall pay to the Sub-Adviser out of the Adviser’s assets attributable to each Fund a fee, computed and accrued daily and paid in arrears within the facilities and personnel provided first five (5) business days of every month, in an amount equal to the applicable percentage set forth on Annex A of all fees due from such Fund to the Adviser for such month under the Advisory Agreement prior to any reductions as a result of any voluntary or contractual fee waiver observed or expense reimbursement borne by the Adviser under this Agreement, with respect to that Fund for such period; provided that the Trust will pay monthly fee due hereunder to the Adviser, promptly after Sub-Adviser for a Fund shall be reduced in the end same proportion as the fee due to the Adviser from that Fund for such period as a result of each month for the services rendered any voluntary or contractual fee waiver observed or expense reimbursement borne by the Adviser during for that Fund to which Sub-Adviser has agreed. The fee to be paid to the preceding Sub-Adviser shall be determined as of the close of business on each business day throughout the month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required multiplied by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed that Fund’s assets allocated by the Adviser to the Trust, Sub-Adviser for investment during such month. The Adviser shall not be required to make any payment hereunder in respect of services rendered by the Trust agrees Sub-Adviser relating to reimburse any Fund for any period unless and until the Adviser has received payment under the Advisory Agreement from such Fund for any expenses waivedsuch period. At the request of the Adviser, provided that for administrative convenience, some or all of such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th paid directly by the Funds to the Sub-Adviser from fees payable to the Adviser under the Advisory Agreement. However, neither the Trust nor the Funds shall be liable to the Sub-Adviser for the compensation of the applicable annual rate set forth aboveSub-Adviser. For the purpose of accruing compensation, the net assets of the Portfolio The fee for any partial month under this Agreement shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement calculated on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthproportionate basis.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Trust Funds will pay to the Adviser, promptly after Investment Adviser and the end Investment Adviser will accept as full compensation therefor a fee computed daily and paid monthly on the first business day of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser equal to the Trust, lesser of (i) the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall on Schedule A hereto or (ii) such fee as may from time to time be that determined agreed upon in the manner and on the dates set forth in the current prospectus of writing by the Trust and, on days on which and the net assets are not so determined, Investment Adviser. If the net asset computation fee payable to be used shall be as determined on the next day on which Investment Adviser pursuant to this paragraph begins to accrue after the net assets shall have been determined. (b) Upon beginning of any termination of month or if this Agreement on a day other than terminates before the last day end of the any month, the fee for the period from such date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. For purposes of calculating fees, the value of a Fund’s net assets shall be computed in the manner specified in the Prospectus and the Trust’s Declaration of Trust for the computation of the value of the Fund’s net assets in connection with the determination of the net asset value of the Fund’s shares. If in any fiscal year the aggregate expenses (as defined under the securities regulations of any state having jurisdiction over the Trust) of any of the Funds of the Trust exceed the expense limitations of any such state, the Investment Adviser will make payment to the Trust for a portion of such excess expenses equal to such excess times the ratio of the aggregate fees otherwise payable by the Fund to the Investment Adviser under this Investment Advisory Agreement to the aggregate fees otherwise payable by the Fund (1) to the Investment Adviser under this Investment Advisory Agreement with the Trust and (2) to the administrator of the Trust (the “Administrator”) under the Administration Agreement between the Administrator and the Trust. The obligation of the Investment Adviser to make payment to the Trust hereunder is limited in any fiscal year to the amount of the fee received by the Investment Adviser from the Fund for investment advisory or consulting services for such fiscal year, provided, however, that notwithstanding the foregoing, the Investment Adviser shall make payment to the Trust for such proportion of such excess expenses regardless of the amount of fees received by it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Trust so require. Such expense reimbursement, if any, will be estimated daily and reconciled and paid on a monthly basis.

Compensation. (a) As compensation for the services performed and with respect to the facilities and personnel provided by Funds, the Fund shall pay the Adviser under this Agreement, the Trust will pay to the Adviser, promptly as soon as practicable after the end last day of each month a fee for the services rendered by the Adviser during the preceding month, the sum of the amounts such month as set forth in the Fee Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitationas Appendix B,, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser amended from time to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth abovetime. For the purpose of accruing compensationcalculating such fee, the a Fund’s net assets of the Portfolio asset value for a month shall be that determined in the manner and on the dates set forth in the current prospectus average of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be values as determined on for each business day of the next day on which the net assets shall have been determined. (b) Upon any termination of month. If this Agreement on becomes effective after the first day of a day other than month, or terminates before the last day of the a month, the compensation provided shall be prorated. The Adviser may, but is not required to, reduce all or a portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of a Fund under this Agreement. Any such reduction, reimbursement, or payment (collectively, “subsidies”) shall be applicable only to such specific subsidy and shall not constitute an agreement to continue such subsidy in the future. Any such subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Adviser may also agree contractually to limit the operating expenses of a Fund. The Adviser may seek reimbursement of any subsidies made by the Adviser either voluntarily or pursuant to a contract. The reimbursement of any subsidy must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Adviser may not request or receive reimbursement for any subsidies before payment of the ordinary operating expenses of a Fund for the period from current fiscal year and cannot cause a Fund to exceed the beginning limitation to which the Adviser has agreed in making such reimbursement. The Adviser may agree not to require payment of any portion of the month in which termination occurs compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the date time such compensation or reimbursement has accrued as a liability of termination a Fund. Any such agreement shall be prorated according applicable only with respect to the proportion which such period bears specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the full monthAdviser hereunder. As applicable, the Adviser shall pay a sub-adviser of a Fund, the compensation mutually agreed upon by the Adviser and such sub-adviser in such amount and pursuant to the terms in the relevant investment sub-advisory agreement, as approved by the board of the Trust.

Compensation. (a) As compensation for For services performed and the facilities and personnel provided by the Adviser under this Indenture the Trustee shall be paid a fee at an annual rate in the amount per Unit set forth in the Trust Agreement. The Trustee shall charge a pro rated portion of its annual fee at the times specified in Section 3.05, which pro rated portion shall be calculated on the basis of the largest number of Units in such Trust at any time during the primary offering period. After the primary offering period has terminated, the Trust will pay to fee shall accrue daily and be based on the Adviser, promptly after number of Units outstanding on the first (1st) Business Day of each calendar year in which the fee is calculated or the number of Units outstanding at the end of the primary offering period, as appropriate. The annual Trustee fee shall be prorated for any calendar year in which the Trustee provides services during less than the whole of such year. The Trustee may from time to time adjust its compensation as set forth above provided that total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled “All Services Less Rent of Shelter” or similar index, if such index should no longer be published. The consent or concurrence of any Unitholder hereunder shall not be required for any such adjustment or increase. Such compensation shall be calculated and paid in installments by the Trustee against the Reserve, Income and Capital Accounts of each month Trust at the times specified in Section 3.05; provided, however, that such compensation shall be deemed to provide only for the usual, normal and proper functions undertaken as Trustee pursuant to this Indenture. The Trustee shall also charge the Income and Capital Accounts of each Trust for any and all expenses and disbursements incurred hereunder, including license fees, if any, expenses incurred in printing and delivering quarterly, semi-annual or annual communications to Unitholders if the Prospectus so provides, legal and auditing expenses, and for any extraordinary services rendered performed by the Adviser during Trustee hereunder relating to such Trust. The Trustee shall be indemnified ratably by the preceding monthaffected Trusts and held harmless against any loss or liability accruing to it without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises. If the cash balances in the Reserve, Income and Capital Accounts of the affected Trust shall be insufficient to provide for amounts payable pursuant to this Section 7.04, the sum Trustee shall have the power to sell (i) Securities of the affected Trust from the Securities designated to be sold pursuant to Section 6.02, or (ii) if no such Securities have been so designated, such Securities of the affected Trust as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 7.04. Notwithstanding anything to the contrary herein, if the Trustee sells or otherwise liquidates Fund Shares pursuant to this Section 7.04, the Trustee shall do so, as nearly as practicable, on a pro rata basis among all Securities held by a Trust. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 7.04. Any moneys payable to the Trustee pursuant to this Indenture shall be secured by a prior lien on the affected Trust.” 45. The second paragraph of Section 9.02 of Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: “In the event of any termination of the Trust prior to the Mandatory Termination Date, the Trustee shall proceed to liquidate the Securities then held and make the payments and distributions provided for hereinafter in this Section 9.02, except that in such event, the distribution to each Unitholder shall be made in cash and shall be such Unitholder’s pro rata interest in the balance of the Reserve, Capital and Income Accounts after the deductions herein provided. In the event that the Trust shall terminate on the Mandatory Termination Date, the Trustee shall, not less than thirty (30) days prior to the Mandatory Termination Date, send a written notice to all Unitholders of record. If such Unitholder owns the minimum number of Units set forth in Schedule A attached hereto calculated a Trust’s Prospectus, such notice shall further indicate that such Unitholder may elect to receive an In Kind Distribution in connection with the termination of such Trust (as described in Section 6.02). The Trustee will honor duly executed requests for In Kind Distributions received by the close of business ten (10) Business Days prior to the Mandatory Termination Date. Unitholders who do not effectively request an In Kind Distribution shall receive their distribution upon termination in cash. Notwithstanding anything to the contrary herein, no Unitholder of a Grantor Trust may elect to receive an In Kind Distribution in connection with the termination of such Trust within thirty (30) days of the termination of such Trust.” 46. The fourth paragraph of Section 9.02 of Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: “In connection with the termination of a Trust, the Trustee will liquidate the Securities not segregated for In Kind Distributions during such period and in such daily amounts as the Supervisor shall direct. The Depositor shall direct the liquidation of the Securities in such manner as to effectuate orderly sales and a minimal market impact. Notwithstanding the foregoing, the Depositor shall direct the liquidation of Options in a Trust in an effort to liquidate all such Options prior to the expiration of such Options, provided, however, if the Depositor determines that it is in the best interest of the Trust, the Depositor may direct the Trustee to take such action as is necessary to exercise each in-the-money purchased Option and to provide for the settlement of the exercise of any written Option assigned to the Trust. In the event the Depositor does not provide directions as to the liquidation of Securities, the Securities shall be sold within a reasonable period and in such manner as the Trustee, in its sole discretion, shall determine, provided that the Trustee shall liquidate each Option position in a Trust on its expiration date prior to expiration or exercise, provided further that if any Option is not so liquidated, the Trustee shall take such action as is necessary to exercise each in-the-money purchased Option and to provide for the settlement of the exercise of any written Option assigned to the Trust. The Trustee shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the average daily net assets Depositor’s direction or, in the absence of such direction, in the exercise of the indicated Portfoliodiscretion granted by this Section 9.02. To The Trustee shall deduct from the extent required by the laws proceeds of these sales and pay any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of tax or governmental charges and any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred commissions in connection with such sales. Amounts received by the distribution Trustee representing the proceeds from the sales of Securities shall be credited to the Capital Account.” 47. Section 9.02(a) through (c) of Standard Terms and Conditions of Trust sharesshall be replaced in its entirety with the following: (a) deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or, to the extent that funds are not available in the Income Account of such Trust, from the Capital Account of such Trust, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser pay to itself individually an amount equal to the sum of (i) its accrued compensation for its ordinary recurring services, (ii) any compensation due it for its extraordinary services in connection with such Trust, the and (iii) any costs, expenses or indemnities in connection with such Trust agrees to reimburse the Adviser for any expenses waived, as provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined.herein; (b) Upon deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or, to the extent that funds are not available in the Income Account, from the Capital Account of such Trust, and pay accrued and unpaid fees of the Depositor and counsel (and Supervisor and Evaluator, if applicable) in connection with such Trust, if any; (c) deduct from the Reserve Account, or, to the extent funds are not available from the Reserve Account, from the Income Account of such Trust or the Capital Account of such Trust any termination amounts which may be required to be deposited in the Reserve Account to provide for payment of any applicable taxes or other governmental charges and any other amounts which may be required to meet expenses incurred under this Agreement on a day Indenture in connection with such Trust;” 48. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, no Unitholder other than the last day Depositor may request a distribution of the monthSecurities in-kind pursuant to Sections 6.02, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month6.04 or 9.02.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Funds will pay the Investment Adviser and the Investment Adviser will accept as full compensation therefor a fee as set forth on Schedule A hereto. The obligations of the Funds to pay the above-described fee to the Investment Adviser will begin as of the respective dates of the initial public sale of shares in the Funds; provided, however, that the Investment Adviser shall waive all such fees until such time as it notifies the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding monththat it has terminated such waiver. Thereafter, the sum Investment Adviser may from time to time waive some or all of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which such fees until such time as it notifies the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive it has terminated such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretionwaiver. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than before the last day end of the any month, the fee for the period from the beginning such part of the a month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthmonthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Investment Adviser, the value of the net assets of a particular Fund shall be computed in the manner described in the Trust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. If in any fiscal year the aggregate expenses of any of the Funds (as defined under the securities regulations of any state having jurisdiction over the Trust) exceed the expense limitations of any such state, the Investment Adviser will reimburse the Fund for a portion of such excess expenses equal to such excess times the ratio of the fees otherwise payable by the Fund to the Investment Adviser hereunder to the aggregate fees otherwise payable by the Fund to the Investment Adviser hereunder and to BISYS Fund Services Limited Partnership under the Administration Agreement between BISYS Fund Services Limited Partnership and the Trust and to BISYS Fund Services, Inc. under the Fund Accounting Agreement between BISYS Fund Services, Inc. and the Trust. The obligation of the Investment Adviser to reimburse the Funds hereunder is limited in any fiscal year to the amount of its fee hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Investment Adviser shall reimburse the Funds for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Trust so require. Such expense reimbursement, if any, will be estimated daily and reconciled and paid on a monthly basis.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, the Trust Manager will pay to the Sub-Adviser, promptly after and the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Sub-Adviser agrees to waive such accept as full compensation therefor, a portfolio management fee equal to the portion of its advisory fee in excess specified below of the limitationinvestment management fee payable by the Fund to the Manager, but such waiver shall not exceed pursuant to the full Management Agreement, with respect to the Sub-Adviser's allocation of Fund net assets (including net assets attributable to FundPreferred Shares and the principal amount of any borrowings), as the advisory net amount of such fee for such year except as may be elected is reduced by Adviser in its discretion. For this purpose, aggregate expenses the obligation of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, Manager to reimburse certain fees and expenses incurred in connection with to the distribution Fund pursuant to an Expense Reimbursement Agreement of Trust shareseven date herewith by and between the Fund and the Manager, as such agreement may be modified from time to time: Percentage of Net Daily Net Assets Management Fee ---------------------------- ----------------- Up to $200 million 55.0% $200 million to $300 million 52.5% $300 million and over 50.0% From the date hereof until August 1, 2006, notwithstanding the above, the portfolio management fee paid to the Sub-Adviser by the Manager shall be subject to a minimum fee calculated at an annual rate of 0.315% of the Sub-Adviser's allocation of Fund net assets (including net assets attributable to FundPreferred Shares and the principal amount of any borrowings) up to $500 million. The portfolio management fee shall accrue on each calendar day, and extraordinary expenses including litigation expensesshall be payable monthly on the first business day of the next succeeding calendar month. In The daily fee accrual shall be computed by multiplying the event any amounts are so contributed fraction of one divided by the Adviser to number of days in the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of calendar year by the applicable annual rate set forth above. For the purpose of accruing compensationfee, and multiplying this product by the net assets of the Portfolio shall be that Fund allocated to the Sub-Advisor, determined in the manner and established by the Fund's Board of Trustees, as of the close of business on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next last preceding business day on which the Fund's net assets asset value was determined. For the month and year in which this Agreement becomes effective or terminates, there shall have been determined. (b) Upon any termination be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively. Manager shall not agree to amend the financial terms of the Expense Reimbursement Agreement or the Management Agreement to the detriment of the Sub-Adviser by operation of this Agreement on a day other than Section 6 without the last day express written consent of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthSub-Adviser.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will The Company agrees to pay to the AdviserInvestment Manager, promptly after on each Payment Date, and the end of each month Investment Manager agrees to accept as compensation for the all services rendered by the Adviser during the preceding monthInvestment Manager as such, the sum an amount equal to 0.35% per annum of the amounts set forth in Schedule A attached hereto calculated aggregate principal balance of all Collateral Obligations measured as of the beginning of the Due Period preceding such Payment Date (the “Management Fee”) and payable in accordance with the average daily net assets Priority of Payments as described in the Indenture on such Payment Date. The Management Fees will be calculated on the basis of a calendar year consisting of 360 days and the actual number of days elapsed. If on any Payment Date there are insufficient funds to pay any Management Fee then due in full in accordance with the Priority of Payments, or if on or prior to any Payment Date the Investment Manager elects (by delivering notice of such election to the Trustee and the Collateral Administrator) to defer all or any portion of the indicated PortfolioManagement Fee due or to become due on such Payment Date, the amount not so paid or elected to be deferred shall be deferred and shall be payable on the first succeeding Payment Date on which any funds are available therefor in accordance with the Priority of Payments, unless deferred again. To The Investment Manager shall have the extent required by the laws right, at its sole option, to waive all or a portion of any state accrued and unpaid Management Fee at any time by delivering notice thereof to the Trustee, and directing the Trustee to apply such amounts as Interest Proceeds or as Principal Proceeds for application in which accordance with the Trust is subject Priority of Payments. Notwithstanding the above or any other provision of this Agreement, all of the obligations of the Company under this Agreement are limited recourse obligations payable solely from Collateral granted to an expense guarantee limitation, if the aggregate expenses Trustee pursuant to the Granting clauses of the Indenture. No recourse shall be had for the payment of any Portfolio amount owing in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination respect of this Agreement on a day against any other than the last day asset of the monthCompany or against any officer, director, employee, partner, member, shareholder or incorporator of the fee for Company. The obligations of the period Company under the Notes, this Agreement and the Indenture are limited recourse obligations of the Company payable solely from the beginning Collateral, and following realization of the month Collateral and reduction thereof to zero, all obligations and all claims against the Company hereunder or arising in which termination occurs to the date of termination connection herewith shall be prorated according to the proportion which such period bears to the full monthextinguished and shall not thereafter revive.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and reimbursement of its expenses as separately agreed upon with the facilities Borrower, which compensation and personnel provided reimbursement shall be paid by the Adviser under this AgreementBorrower. The Borrower agrees to pay such compensation and to reimburse the Escrow Agent for the out-of-pocket expenses (including, without limitation, attorneys’ and other professionals’ fees and expenses) incurred by it in connection with the Trust will pay to the Adviser, promptly after the end of each month services rendered by it hereunder. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Agreement, or there is any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then the Escrow Agent shall be compensated by the Adviser during Borrower for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the preceding monthEscrow Agent hereunder is not paid within 30 days of the date due, the sum of Escrow Agent in its sole discretion may charge the amounts set forth in Schedule A attached hereto calculated Borrower interest on such amount in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in its customary billing policies, which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall amount may not exceed the full amount of the advisory fee for such year except as may be elected highest rate permitted by Adviser applicable law. The Escrow Agent may, in its sole discretion. For this purpose, aggregate expenses withhold from any distribution of a Portfolio shall include the compensation of the Adviser and all normal expensesExcess Escrowed Property, fees and chargesif any, but shall exclude interest, taxes, brokerage fees on portfolio transactions, an amount equal to any unpaid fees and expenses incurred in connection with to which the distribution of Trust sharesEscrow Agent is entitled hereunder and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trustunsatisfied indemnification rights from Excess Escrowed Property, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiosif any. The Adviser’s fee provisions of this section shall be accrued daily at 1/365th of survive the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than or the last day resignation or removal of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Agent.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In addition, from time to time the Adviser may waive fees or reimburse expenses with respect to a Portfolio in order that its expense ratio not exceed a specified amount as set forth in the Portfolio’s prospectus. In the event any amounts are so waived or contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for Adviser, within a two-year period after such waiver, any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As In consideration of the services rendered pursuant to this Agreement, during the term of this Agreement the Adviser and not the Fund will pay to the Sub-Adviser, as compensation for the services performed and the facilities and personnel provided by the Sub-Adviser under this Agreement, a monthly fee equal to ____% (on an annualized basis) of the Trust will average net assets of the Fund. The Adviser shall pay to the AdviserSub-Adviser as soon as practical after the last day of each calendar month, promptly but no later than five (5) business days after the end of each month for the services rendered by the Adviser month. In case of termination or expiration of this Agreement during the preceding any calendar month, the sum fee with respect to such month shall be reduced proportionately based upon the number of calendar days during which it is in effect and the fee shall be computed upon the average net assets of the amounts set forth in Schedule A attached hereto calculated Fund in accordance with the average daily net assets Fund’s prospectus. Notwithstanding anything to the contrary herein, the Sub-Adviser and the Adviser have agreed that pursuant to the terms of the indicated PortfolioExpense Limitation Agreement in effect between the Adviser and the Trust, the Adviser may, from time to time, be required to subsidize certain of the Fund’s operating expenses and/or waive some or all of its advisory fee. In the event that in any fiscal year the Adviser has subsidized expenses or waived some or all of its advisory fee, the Sub-Adviser agrees to waive some or all of its sub-advisory fee payable to it from the Adviser in proportion to the total amount being subsidized or waived by the Adviser unless Adviser and Sub-Adviser have agreed to a sharing of subsidized expenses or some other basis on which to compensate Adviser for subsidized expenses and waived advisory fees. To the extent required by that the laws Adviser may, during the three year period after it has subsidized expenses or waived fees, recover some or all of any state in which such amounts from the Trust is subject to an expense guarantee limitation, if Fund under the aggregate expenses terms of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)Expense Limitation Agreement, the Adviser agrees to waive share the portion of such recovered amounts with the Sub-Adviser based on the same proportion that the Sub-Adviser waived a portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period due from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthAdviser.

Compensation. (a) As compensation for services performed and During the facilities and personnel provided by Term, Employee shall be entitled to (i) receive a base salary of $400,000 per annum or such other higher rate as the Adviser under this AgreementBoard may designate from time to time (the “Base Salary”), the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth which shall be payable in Schedule A attached hereto calculated regular installments in accordance with the average daily net assets Company’s general payroll practices and shall be subject to customary withholding and (ii) participate in all benefit plans, including medical, dental, retirement, short- and long-term disability and other such plans established by the Company from time to time for executives or employees of the indicated PortfolioCompany generally. To In addition, Employee shall be eligible to receive an annual target bonus equal to sixty percent (60%) of Base Salary with the extent required actual amount of any bonus based on achieving the Company’s business and financial objectives as determined by the laws Board or the compensation committee thereof (if any) for the Company’s fiscal year. If the Company’s fiscal year is the calendar year, such bonus shall be paid in the calendar year following the fiscal year to which the bonus relates, and all such payments shall be completed by March 15 of any state the payment year. If the Company’s fiscal year is other than a calendar year, all such payments shall be completed by December 31 of the calendar year in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any Company’s fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedends. (b) Upon On the Effective Date, Employee shall be granted that number of Parent Options set forth on Exhibit A. Exhibit A also sets forth the exercise price of Employee’s Parent Options and the number of vested and unvested Parent Options which will be held by Employee as of the Effective Date. Employee’s unvested Parent Options will vest as provided for on Exhibit A, and in accordance with Section 5(b) if this Agreement, and will be treated to the maximum extent possible as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Following the Effective Date, Employee will be eligible to receive grants of Parent Options under the Parent Stock Option Plan as determined from time to time by the Board or the committee appointed by the Board to administer the Parent Stock Option Plan. The Parent Options issued by the Company to Employee shall contain terms and conditions consistent with any termination requirements for such Parent Options that are set forth in this Agreement. (c) The Company shall reimburse Employee for all reasonable expenses incurred by him in the course of performing his duties under this Agreement on a day which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other than business expenses, subject to the last day Company’s requirements with respect to reporting and documentation of such expenses. Such reimbursements shall be made in accordance with the Company’s general payroll practices. (d) Employee shall be entitled during his employment hereunder to participate in such of the monthCompany’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the fee Board or the compensation committee thereof (if any). (e) Employee shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the period from Board or the beginning compensation committee thereof (if any). (f) Employee shall be entitled to direct the Company to pay a portion of his Base Salary for automobile payments and expenses, including, but not limited to, insurance and maintenance. The Company shall pay the month in which termination occurs amount of such automobile payments and expenses directly to the date provider as directed by Employee. (g) The Company shall obtain and maintain a life insurance policy(s) (that is a death benefit plan for purposes of termination Treas. Reg. Section 1.409A-1(a)(5)) covering the life of Employee with death benefits in an aggregate amount of not less than $4,000,000, with the beneficiaries of such policy(ies) to be selected by Employee. (h) During the Term, Employee shall be prorated according entitled to paid vacation of 25 days during each calendar year or such additional number of days as is provided in the proportion employee handbook published from time to time by the Company (the “Company Employee Handbook”). Employee’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company’s Employee Handbook as in effect from time to time. (i) The Company shall maintain disability insurance (that provides disability pay for purposes of Treas. Reg. Section 1.409A-1(a)(5)) covering Employee which such period bears to the full monthshall pay Employee at least sixty percent (60%) of his Base Salary.

Compensation. (a) As For the services provided hereunder, each Fund agrees to pay BNYM-AIS such compensation as is mutually agreed from time to time and such actual or reasonable out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, record retention costs, reproduction charges and, if requested or approved in advance by the Fund, transportation and lodging costs) as are incurred by BNYM-AIS in performing its duties hereunder after BNYM-AIS has delivered to each Fund invoices of such expenses. Except as hereinafter set forth, compensation shall be calculated daily and paid monthly. Each Fund authorizes BNYM-AIS to debit such Fund’s custody account for all amounts due and payable hereunder. BNYM-AIS shall deliver to each Fund invoices for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay rendered prior to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliodebiting such Fund’s custody account. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than before the last day end of the any month, the fee compensation for the period from the beginning such part of the a month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthmonthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNYM-AIS, each Fund’s net asset value shall be computed at the times and in the manner specified in the Fund’s Prospectus. (b) Each Fund hereby represents and warrants to BNYM-AIS that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to BNYM-AIS or to the Investment Advisor in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by BNYM-AIS to such Investment Advisor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Fund’s Board and that, if required by applicable law, such Fund’s Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

Compensation. (a) As compensation for For services performed and the facilities and personnel provided by the Adviser under this Indenture the Trustee shall receive as compensation such amount as specified in the Reference Trust Agreement, the Trust will pay . Such compensation shall be payable quarterly in an amount equal to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum one-fourth of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the estimated annual compensation of the Adviser Trustee on or before each Quarterly Distribution Date from the Income Account to the extent monies are available and thereafter from the Principal Account and shall be computed on the basis of the greatest amount of Units in the Trust at any time during the previous quarter with respect to which such compensation is being computed. The Trustee may from time to time adjust its computation set forth above; provided, however, that the total adjustment upward does not, at the effective time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent" or, if such Index is no longer published, in a similar index to be determined by the Trustee and the Depositor. Further provided, however, that the right of the Trustee to increase its fees shall not be cumulative and, if not exercised by the Trustee for any calendar year, shall be deemed waived for such calendar year. No exercise of its right to such increase shall be effective unless made by the Trustee by means of written notification to the Depositor within 60 days following the publication of the annual consumer price information referred to above. The consent or concurrence of any Unit Holder hereunder shall not be required for any such adjustment or increase. Such compensation shall be deemed to provide only for the usual normal and proper functions undertaken as Trustee pursuant to this Indenture. In addition to the foregoing compensation, as part of the Trustee's compensation for ordinary services performed under this Indenture, the Trustee is entitled to the benefits to the Trustee that may result from positive balances in the Income and Principal Accounts. In addition, the Trustee may charge, to the extent then lawful, the Income and Principal Accounts of the Trust for any and all normal expenses (including but not limited to legal, auditing and printing expenses) of maintaining registration or qualification of the Units and/or the Trust under Federal or state securities laws subsequent to initial registration so long as the Depositor is maintaining a market for the Units and including the fees of counsel which may be retained by the Trustee in connection with its activities hereunder, fees and disbursements incurred hereunder and additional compensation for any extraordinary services performed by the Trustee hereunder and various governmental charges, but shall exclude interestexpenses and costs of any action taken by the Trustee to protect the Trust and the rights and interests of Unit Holders, taxesexpenses of indemnification of the Depositor for any losses, brokerage fees on portfolio transactions, fees liabilities and expenses in acting as Depositor under the Indenture without gross negligence, bad faith, willful misfeasance or willful misconduct or disregard of its obligations and duties, expenses incurred in contacting Unit Holders upon termination of the Trust and the cost of independent public accountant auditors of the Trust. The Trustee shall be indemnified by the Trust and held harmless against any loss or liability accruing to it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the distribution acceptance or administration of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, including the Trust agrees to reimburse the Adviser for costs and expenses (including counsel fees) of defending itself against any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th claim of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined liability in the manner and on premises. If the dates set forth cash balances in the current prospectus Income and Principal Accounts of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. insufficient to provide for amounts payable pursuant to paragraphs (a), (b) Upon any termination and (c) of this Agreement on a day other than Section 3.05 hereof, the last day Trustee shall have the power to sell Fund Shares of the monthTrust. If the aggregate cash balances of the Income and Principal Accounts plus the proceeds of the sale of the Fund Shares after deducting ordinary trust expenses are insufficient to pay extraordinary trust expenses, the fee Trustee shall have the power to sell Treasury Obligations held by the Trust. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Securities made pursuant to this Section 6.04. Any monies payable to the period from Trustee pursuant to this Section shall be secured by a lien on the beginning Trust prior to the interests of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthUnit Holders.

Compensation. (a) As compensation The Funds will compensate or cause the Transfer Agent to be compensated for services performed the performance of its obligations hereunder in accordance with the fees set forth in the written schedule of fees annexed hereto as Schedule A and the facilities and personnel provided by the Adviser under this Agreement, the Trust incorporated herein. The Transfer Agent will pay transmit an invoice to the Adviser, promptly Funds as soon as practicable after the end of each calendar month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated which will be detailed in accordance with Schedule A, and the average daily net assets Funds will pay to the Transfer Agent the amount of such invoice within thirty (30) days after the Funds’ receipt of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedinvoice. (b) Upon In addition, the Funds agree to pay, and will be billed separately for, out-of-pocket expenses incurred by the Transfer Agent in the performance of its duties hereunder, subject, in the case of banking service fees (as described in Section 8 of Schedule C hereto), to the balance credit offset provided for by said Section 8 of Schedule C. Out-of-pocket expenses shall include, but shall not be limited to, the items specified in the written schedule of out-of-pocket charges annexed hereto as Schedule B and incorporated herein. Schedule B may be modified by the Transfer Agent upon mutual consent of the parties hereto. Unspecified out-of-pocket expenses shall be limited to those out-of-pocket expenses reasonably incurred by the Transfer Agent in the performance of its obligations hereunder. Reimbursement by the Funds for expenses incurred by the Transfer Agent in any month shall be made as soon as practicable but no later than 15 days after the receipt of an itemized ▇▇▇▇ from the Transfer Agent. (c) Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule A, a revised fee schedule executed and dated by the parties hereto. (d) All compensation payable under this Agreement shall be adjusted in accordance with any applicable penalties or awards as specified in Schedule D annexed hereto and incorporated herein. (e) The undersigned hereby represents and warrants to PFPC that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC or to the adviser or sponsor to the Funds in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PFPC to such adviser or sponsor or any affiliate of the Funds relating to the Agreement, and the investment earnings, balance credits and other payments described at Section 8 of Schedule C hereto, have been fully disclosed to the Board of Trustees of the Funds and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits. (f) No termination of this Agreement on a day other than the last day shall cause, and no provision of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination this Agreement shall be prorated according interpreted in any manner that would cause, PFPC’s right to the proportion which receive payment of its fees and charges for services actually performed hereunder, and Customer’s obligation to pay such period bears fees and charges, to the full monthbe barred, limited, abridged, conditioned, reduced, abrogated, or subject to a cap or other limitation or exclusion of any nature.

Compensation. (aThe Authority agrees to pay the Contractor for work performed under a Work Order in accordance with the Local Government Prompt Payment Act, Part VII, Florida Statutes, upon receipt of a proper invoice and as follows: A. Compensation for each Work Order approved by the Authority Board of Directors or Executive Director pursuant to the Authority’s Procurement Policy shall be established based on the Fee Schedule(s) As compensation for services performed in Exhibit “B” and tasks included in the Scope of Services. Individual tasks in a Scope of Services may be compensated as either lump-sum or time- and-materials as negotiated between Contractor and the facilities Authority and personnel provided for in the Scope of Services. Final payments in all cases will be subject to successful completion of a Work Order and the Authority’s acceptance of tasks and project schedule, in accordance with the terms of this Agreement and the Work Order. The Fee Schedule(s) in Exhibit “B” may be adjusted based upon written approval by the Adviser under this AgreementExecutive Director. B. The fair and reasonable expenses of the Contractor necessarily incurred in the performance of the duties herein described and agreed to by the Authority shall, upon proper invoice and detail, be paid by the Trust will Authority, at actual cost with no ▇▇▇▇-up. The Authority shall also pay out-of-pocket expenses, at actual cost with no ▇▇▇▇-up, incurred by Contractor for the Authority relating to the AdviserWork Order activities, promptly after and agreed to by the end of each month Authority’s Executive Director. Expenses, which may be incurred by the Contractor for travel or hotels, must be pre-approved by the Authority’s Executive Director and, if pre-approved, will be reimbursed in accordance with Exhibit “C”, Authority Resolution 2018-01 Resolution Establishing Per Diem and Travel Expenses (or latest revision). This paragraph supersedes any conflicts that may occur with Exhibit “B.” C. Contractor shall prepare and submit to the Authority’s Executive Director for approval monthly invoices for the services rendered and expenses incurred pursuant to completion of each Work Order. All invoices shall be on a calendar month basis. Invoices must be submitted to the Executive Director, or the Executive Director’s designee, by the Adviser during the preceding month, the sum 20th day of the amounts set forth month for work completed the previous month. Payment shall be made in Schedule accordance with Section 6, Paragraph A attached hereto calculated from the date when the invoice is stamped as received by the Authority unless payment is not approved by the Executive Director pursuant to Section 6, Paragraph D. All invoices shall be accompanied by a report identifying the nature and progress of the services performed and in a format approved by the Executive Director, or the Executive Director’s designee. D. The Authority reserves the right to withhold payment to Contractor for failure to perform services in accordance with the average daily net assets provisions of the indicated PortfolioAgreement and Work Order and the Authority shall promptly notify Contractor if any invoice or report is found to be unacceptable and will specify the reasons therefore. E. Contractor shall have the right to suspend services under the Agreement if an invoice becomes delinquent. To the extent required “Delinquent” shall be defined as an invoice not being paid within sixty (60) days from receipt thereof by the laws of any state in which the Trust is subject Authority. Contractor’s right to an expense guarantee limitation, suspend services does not become effective if the aggregate expenses Authority has withheld payment of any Portfolio in any fiscal year exceed the specified expense limitation ratios an invoice for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedcause. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation Subject to the provisions of Sections 2.5 and 3.1(b) hereof, LLC shall pay directly, or reimburse Holdings for, any and all reasonable costs and expenses incurred by Holdings during the term of this Agreement in connection with Holdings’ duties, responsibilities and Services required by this Agreement to the extent set forth on Schedule II attached hereto or as otherwise agreed to in writing by Holdings and LLC (the “Holdings Costs”). The budgeted Holdings Costs for services performed and each month shall be paid by LLC in advance of the facilities and personnel provided by commencement of such month (each, a “Monthly Payment”). In addition, LLC shall pay to Holdings monthly an amount equal to two percent (2%) of the Adviser under this Agreementmonthly budgeted Holdings Costs (each, an “Excess Payment”). In the event that, with respect to any calendar month, the Trust will Monthly Payment plus the Excess Payment is insufficient to satisfy the costs and expenses incurred by Holdings during such calendar month in connection with Holdings’ duties, responsibilities and Services required by this Agreement and if Holdings has complied with the last sentence of this Section 3.1(a), then LLC shall pay to directly, or reimburse Holdings for, any such excess costs and expenses (“excess costs and expenses”) no later than the Adviser, promptly after fifth business day following Holdings’ demand therefor. At the end of each month for the services rendered by the Adviser during the preceding monthannual budget period, the sum amount of any accumulated Excess Payments over the amounts set forth in Schedule A attached hereto calculated actual Holdings Costs incurred by Holdings during such annual budget period shall be promptly returned by Holdings to LLC. Holdings shall provide reports and information to LLC from time to time to determine Holdings’ compliance with the terms of this Agreement as required by LLC. Notwithstanding any provision of this Agreement to the contrary, Holdings shall use its best efforts to operate in accordance with the average daily net assets of the indicated Portfolio. To the extent required then-effective Budget (including without limitation by the laws of any state in which the Trust is subject not providing compensation or benefits to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee Employees in excess of the limitation, but such waiver shall not exceed Budgeted amounts therefor) so as to minimize the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees excess costs and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be borne by LLC as determined on the next day on which the net assets shall have been determinedprovided in this Section 3.1(a). (b) Upon any termination Holdings shall submit requests for advances of this Agreement expenses or expense reimbursements to LLC from time to time for the items referred to in Section 3.1(a) hereof in accordance with policies and procedures established from time to time by LLC. Subject to Section 3.1(a) hereof, LLC shall pay directly, or reimburse or advance funds to Holdings monthly for, such costs and expenses listed on written statements or invoices accompanied by supporting documentation prepared by Holdings to the extent set forth on Schedule II attached hereto, with actual funding within thirty (30) days after the receipt by LLC of a day other than the last day timely presented statement or invoice or with respect to budgeted monthly Holdings Costs in advance of the month, the fee for the period from the beginning commencement of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full applicable month.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month ING Reliastar NY shall arrange for the services rendered by the Adviser during the preceding monthpayment of commissions, the sum on behalf of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets INGAE, to those Broker/Dealers and general agents who sell Contracts under agreements entered into pursuant to Section II of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust sharesagreement, and extraordinary expenses including litigation expensesto wholesalers who solicit Broker/Dealers and general agents to sell Contracts under agreements entered into pursuant to Section II of this agreement, in such amounts as is agreed to and specified in such written agreements by ING Reliastar NY and INGAE. In the event any amounts are so contributed by the Adviser to the Trust, the Trust ING Reliastar NY agrees to reimburse INGAE for services rendered and product development relating to the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiossales efforts and other continuing obligations under this agreement. The Adviser’s fee charge to ING Reliastar NY for such services and obligations shall include all directly allocable expenses, reasonably and equitably determined to be attributable to ING Reliastar NY by INGAE, plus a separately determined portion of reasonable costs associated with INGAE operational and regulatory costs and expenses that are not directly attributable to ING Reliastar NY or other specific insurer for which INGAE provides services. The amount of such costs shall be accrued daily at 1/365th agreed upon by the parties from time to time. The basis for the determination of such charges to ING Reliastar NY shall be those used by INGAE for internal cost distribution. Such basis shall be modified and adjusted by mutual agreement as necessary or appropriate to reflect the actual incidence of costs incurred by INGAE on behalf of ING Reliastar NY. Each month, INGAE shall submit to ING Reliastar NY a written statement of the applicable annual rate set forth aboveamount owed by ING Reliastar NY for services rendered pursuant to this agreement for the month just ended. For ING Reliastar NY shall pay the purpose amount due to INGAE by the date due indicated on the statement. If ING Reliastar NY objects to an amount payable on a statement, it shall notify INGAE of accruing compensation, the net assets such objection within thirty (30) calendar days of receipt of the Portfolio statement. If the parties are unable to reconcile such objection, they hereby agree to select a firm of independent certified public accountants ("CPA"). The CPA shall determine the charges properly allocable to ING Reliastar NY and shall, within a reasonable time, submit such determination along with the basis therefore, in writing, to INGAE and ING Reliastar NY. Such CPA determination shall be that determined in binding upon the manner and on parties. The cost of such a determination by the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used CPA shall be as determined on the next day on which the net assets shall have been determinedborn equally by INGAE and ING Reliastar NY. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation The Issuer shall pay to the Collateral Manager, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this Agreement, the Trust will pay to the Advisera fee, promptly after the end payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with a redemption of each month for the services rendered Secured Notes in part by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Class not occurring on a regularly scheduled Payment Date) in accordance with the average daily net assets Priority of the indicated Portfolio. To the extent required by the laws Payments that consists of any state in which the Trust is subject (i) an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.15% per annum (calculated on the basis of a daily basis)360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.25% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated Management Fee” and, together with the Base Management Fee, the Adviser agrees to waive “Management Fees”). If any portion of any Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates. (b) The Collateral Manager may, in its sole discretion, waive its rights to receive any portion of the Management Fees payable on any Payment Date. The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral Manager notifies the Issuer and the Trustee that it is revoking such waiver. (c) If this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, the Base Management Fee and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the effective date of such termination, resignation or removal and shall be immediately due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments. (d) The Collateral Manager shall be responsible for expenses incurred in the performance of its advisory fee obligations under this Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in excess connection with the services provided under this Agreement with respect to (i) the costs and expenses of the limitationCollateral Manager incurred in connection with the negotiation, but such waiver shall not exceed preparation and execution of this Agreement and all other agreements and matters related to the full amount issuance of any Securities; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii) any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with the Securities or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of professionals retained by the Collateral Manager on behalf of the advisory fee for such year except as Issuer and (c) amounts in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and all taxes, regulatory and governmental charges that may be elected incurred or payable by Adviser the Issuer; (v) any and all insurance premiums or expenses incurred in its discretion. For this purpose, aggregate expenses of a Portfolio shall include connection with the compensation activities of the Adviser Issuer by the Collateral Manager; (vi) any and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactionscosts, fees and expenses incurred in connection with the distribution rating of Trust sharesthe Secured Notes or obtaining ratings or credit estimates on Collateral Obligations, and extraordinary communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in connection with the Collateral Manager's communications with the Holders (including litigation expenses. In the event any amounts are so contributed by the Adviser charges related to the Trustannual meetings and for preparation of reports); (viii) costs, the Trust agrees to reimburse the Adviser fees and expenses of one or more firms that provide software databases and applications for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationmodeling, evaluating and monitoring the Assets and the Securities pursuant to a licensing or other agreement; (ix) fees and expenses for services to the Issuer in respect of the Assets relating to asset pricing and rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the Issuer and, to the extent relating to the Issuer and the Assets, the net assets Collateral Manager; (xi) the fees and expenses of any independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred in connection with any amendment or supplemental indenture effected (or proposed to be effected) pursuant to the Indenture; (xiii) in the event the Issuer is included in the consolidated financial statements of the Portfolio shall be that determined in Collateral Manager or its Affiliates, costs and expenses associated with the manner preparation of such financial statements and on other information by the dates set forth in Collateral Manager or its Affiliates to the current prospectus extent related to the inclusion of the Trust andIssuer in such financial statements; (xiv) any and all costs, on days on which fees and expenses incurred in connection with the net assets are not so determinedpreparation and audit of the Issuer’s financial statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance with the Indenture. In addition, the net asset computation Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination entering into of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthor any amendment hereto.

Compensation. (a) As compensation for services performed and In consideration of the facilities and personnel provided by Manager’s agreement to perform the Adviser under this AgreementServices during the Term hereof, the Trust will Obligors hereby jointly and severally agree to pay to the AdviserManager a fee (the “Management Fee”), promptly after for each Collection Period, equal to 1.5% of the end Operating Revenues of the Obligors for such Collection Period. Such fee in respect of each month for Collection Period shall be payable to the services rendered Manager by the Adviser during Indenture Trustee, solely from the preceding month, Collection Account (subject to the sum availability of the amounts set forth in Schedule A attached hereto calculated funds for such purpose in accordance with the average daily net assets Section 5.01(a)(vi) of the indicated PortfolioIndenture) on each Payment Date. To On the extent required day that is three (3) Business Days prior to each Payment Date, the Manager shall report to the Obligors and the Servicer the Management Fee then due and payable based on the information regarding Operating Revenues for the immediately preceding Collection Period then available to it. If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was less than what should have been paid (based on a re-computation of the Operating Revenues for such Collection Period), then the Management Fee for the next Collection Period shall be increased by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee underpayment. If the Manager subsequently determines that the Management Fee so paid to it for any Collection Period was higher than what should have been paid (based on a re-computation of the Operating Revenues for such year except as may Collection Period), then the Management Fee for the next Collection Period shall be elected reduced by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation amount of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with overpayment. Upon the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any expiration or earlier termination of this Agreement as set forth in Section 22, the Manager shall be entitled to receive, on the next succeeding Payment Date, the portion of the Management Fee which was earned by the Manager through the effective date of such expiration or termination (such earned portion being equal to the product of (a) the total Management Fee that would have been payable for the Collection Period in which such expiration or termination occurred had this Agreement remained in effect and (b) a day other than fraction, the numerator of which is the number of days in such month through the effective date of such expiration or termination and the denominator of which is the total number of days in such month). Notwithstanding anything to the contrary in this Section 12, the Management Fee for the first Payment Date following the Closing Date shall be based on Operating Revenues for the period beginning on the Closing Date and ending on the last day of the monthinitial Collection Period. The Manager shall be entitled to no other fees or payments from the Obligors as a result of the termination or expiration of this Agreement in accordance with the terms hereof. None of the expenses necessary to the performance of the Manager’s duties (other than Operating Expenses, Capital Expenditures, the fee for indemnities described in Section 24 and the period from Other Services described in Section 6) will be paid by the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthObligors.

Compensation. (a) As compensation for the services performed and with respect to the facilities and personnel provided by Fund, the Fund shall pay the Adviser under this Agreement, the Trust will pay to the Adviser, promptly as soon as practicable after the end last day of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except month computed at an annual rate of 0.70% of the Fund’s net asset value, as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser amended from time to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth abovetime. For the purpose of accruing compensationcalculating such fee, the Fund’s net assets of the Portfolio asset value for a month shall be that determined in the manner and on the dates set forth in the current prospectus average of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be values as determined on for each business day of the next day on which the net assets shall have been determined. (b) Upon any termination of month. If this Agreement on becomes effective after the first day of a day other than month, or terminates before the last day of the a month, the compensation provided shall be prorated. The Adviser may, but is not required to, reduce all or a portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Fund under this Agreement. Any such reduction, reimbursement, or payment (collectively, “subsidies”) shall be applicable only to such specific subsidy and shall not constitute an agreement to continue such subsidy in the future. Any such subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Adviser may also agree contractually to limit the operating expenses of the Fund. The Adviser may seek reimbursement of any subsidies made by the Adviser either voluntarily or pursuant to a contract. The reimbursement of any subsidy must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Adviser may not request or receive reimbursement for any subsidies before payment of the ordinary operating expenses of the Fund for the period from current fiscal year and cannot cause the beginning Fund to exceed the limitation to which the Adviser has agreed in making such reimbursement. The Adviser may agree not to require payment of any portion of the month in which termination occurs compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the date time such compensation or reimbursement has accrued as a liability of termination the Fund. Any such agreement shall be prorated according applicable only with respect to the proportion which such period bears specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the full monthAdviser hereunder.

Compensation. (a) As compensation for services performed its performance of its obligations as Collateral Manager under this Agreement and the facilities and personnel provided by the Adviser under this AgreementIndenture, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) (i) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.25% per annum (calculated on the basis of the indicated Portfolioactual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Senior Collateral Management Fee”), and (ii) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.50% per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Subordinate Collateral Management Fee” and, together with the Senior Collateral Management Fee, the “Collateral Management Fees”); provided that the Collateral Management Fees due on any Payment Date shall not include any such fees (or any portion thereof) that have been waived or deferred by the Collateral Manager pursuant to this Section 8(a) or Section 8(b) of this Agreement no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee will be payable on each Payment Date to the extent of the funds available for such purpose in accordance with the Priority of Payments. The Senior Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Payments. To the extent required the Senior Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees Senior Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Senior Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on Senior Collateral Management Fee Shortfall Amounts shall accrue at LIBOR + 0.25% for the period beginning on the first Payment Date on which the related Senior Collateral Management Fee was due (and not paid) through the Payment Date on which such Senior Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the Collateral Manager, by written notice to waive the Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of its advisory fee in excess the Senior Collateral Management Fee or the Senior Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Senior Management Fee”) and (ii) all or a portion of the limitationpreviously deferred Senior Collateral Management Fees or Senior Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, but such waiver shall not exceed the full amount of the advisory fee for such year except as “Cumulative Deferred Senior Management Fee”) may be elected by Adviser declared due and payable and will be payable in its discretionaccordance with the Priority of Payments. For this purpose, aggregate expenses of a Portfolio shall include At such time as the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Notes are redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Senior Collateral Management Fees, Current Deferred Senior Management Fees, Cumulative Deferred Senior Management Fees and Senior Collateral Management Fee Shortfall Amounts (collectively, the distribution “Aggregate Senior Collateral Management Fee”) shall be due and payable to the Collateral Manager. The Subordinate Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Trust shares, Payments. To the extent the Subordinate Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and extraordinary expenses including litigation expenses. In the event any amounts are so contributed such fee was not voluntarily deferred or waived by the Adviser to the TrustCollateral Manager), the Trust agrees to reimburse Subordinate Collateral Management Fee due on such Payment Date (or the Adviser for any expenses waivedunpaid portion thereof, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationas applicable, the net assets of the Portfolio shall “Subordinate Collateral Management Fee Shortfall Amount”) will be that determined in the manner and automatically deferred for payment on the dates set forth succeeding Payment Date, with interest, in accordance with the current prospectus Priority of Payments. Interest on the Trust and, Subordinate Collateral Management Fee Shortfall Amounts shall accrue at LIBOR + 0.25% for the period beginning on days the first Payment Date on which the net assets are related Subordinate Collateral Management Fee was due (and not so determinedpaid) through the Payment Date on which such Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the Collateral Manager, by written notice to the Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of the Subordinate Collateral Management Fee or the Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Subordinate Management Fee”) and (ii) all or a portion of the previously deferred Subordinate Collateral Management Fees or Subordinate Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the net asset computation to “Cumulative Deferred Subordinate Management Fee”) may be used declared due and payable and will be payable in accordance with the Priority of Payments. At such time as the Notes are redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Subordinate Collateral Management Fees, Current Deferred Subordinate Management Fees, Cumulative Deferred Subordinate Management Fees and Subordinate Collateral Management Fee Shortfall Amounts (collectively, the “Aggregate Subordinate Collateral Management Fee” and, together with the Aggregate Senior Collateral Management Fee, the “Aggregate Collateral Management Fees”) shall be as determined on due and payable to the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fees or the Aggregate Collateral Management Fees payable to the Collateral Manager on any Payment Date. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Trustee no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fees or the Aggregate Collateral Management Fees may also be made by written standing instructions to the Trustee; provided that such standing instructions may be rescinded by the Collateral Manager at any time. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement on a day other than notwithstanding that the last day Collateral Manager will not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the monthCollateral Manager resigns or is removed, the fee for the period from the beginning of the month (i) Collateral Management Fees calculated as provided in which termination occurs to the date of termination Section 8(a) shall be prorated according for any partial period elapsing from the last Payment Date on which such Collateral Manager received the Collateral Management Fees to the proportion which effective date of such period bears termination, resignation or removal and (ii) any unpaid Cumulative Deferred Senior Management Fees or Cumulative Deferred Subordinate Management Fees shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the full montheffective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Aggregate Collateral Management Fees, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Funds will pay the Investment Adviser and the Investment Adviser will accept as full compensation therefor a fee as set forth on Schedule A hereto. The obligations of the Funds to pay the above-described fee to the Investment Adviser will begin as of the respective dates of the initial public sale of shares in the Funds; provided, however, that the Investment Adviser shall waive all such fees until such time as it notifies the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding monththat it has terminated such waiver. Thereafter, the sum Investment Adviser may from time to time waive some or all of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which such fees until such time as it notifies the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive it has terminated such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretionwaiver. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than before the last day end of the any month, the fee for the period from the beginning such part of the a month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to the Investment Adviser, the value of the net assets of a particular Fund shall be computed in the manner described in the Trust's Declaration of Trust or in the Prospectus or Statement of Additional Information respecting that Fund as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Fund. If in any fiscal year the aggregate expenses of any of the Funds (as defined under the securities regulations of any state having jurisdiction over the Trust) exceed the expense limitations of any such state, the Investment Adviser will reimburse the Fund for a portion of such excess expenses equal to such excess times the ratio of the fees otherwise payable by the Fund to the Investment Adviser hereunder to the aggregate fees otherwise payable by the Fund to the Investment Adviser hereunder and to BISYS Fund Services Limited Partnership under the Administration Agreement between BISYS Fund Services Limited Partnership and the Trust and to BISYS Fund Services, Inc. under the Fund Accounting Agreement between BISYS Fund Services, Inc. and the Trust. The obligation of the Investment Adviser to reimburse the Funds hereunder is limited in any fiscal year to the amount of its fee hereunder for such fiscal year, provided, however, that notwithstanding the foregoing, the Investment Adviser shall

Compensation. (a) As AEWM will pay Independent RIA as full and complete compensation for Independent RIA’s services performed and the facilities and personnel provided by the Adviser under this Agreementhereunder, the Trust will pay to investment advisory fees as computed based on the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts parameters set forth in Schedule A (Schedule of Payout Structure), attached hereto calculated and incorporated herein, on the actual services provided directly by Independent RIA through AEWM, and for which AEWM has received the full fee or other compensation, all in accordance with this Agreement. AEWM may add to, delete from, or otherwise change Schedule A in its sole discretion, but such additions, deletions or changes shall only apply to Independent RIA 90 days following the written notice date of such additions, deletions or changes. Should Independent RIA be compensated by or for AEWM’s benefit for any Services and such compensation is subsequently rescinded by either the client or custodian, Independent RIA agrees immediately upon demand to return to AEWM the associated compensation received. (a) Asset Management Fees: Compensation of fees payable to AEWM shall be paid in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for attached Schedule A. Independent RIA further understands that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the no compensation of fees shall be due and payable to Independent RIA until the Adviser client account has been properly established, and all normal expensesdocuments completed, fees signed and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed approved by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedAEWM. (b) Upon With respect to paying compensation, AEWM shall be under no obligation to ensure that Independent RIA or Independent RIA’s investment adviser representatives were properly registered or notice filed with the applicable securities regulators. (c) Independent RIA understands and agrees that for any termination investment advisory compensation that passes through AEWM, Independent RIA may not be compensated on any client account until the account has been properly established, all account documents have been completed and signed, provided to and reviewed by AEWM and AEWM is in receipt of the fees relating to the client account. (d) In the event that investment advisor fees are paid in advance to Independent RIA by a client, if the investment advisor client agreement is terminated for any reason, then Independent RIA will be obligated to pro-rate the investment advisor fee through the effective date of the investment advisor client agreement and Independent RIA will be obligated to instruct AEWM to refund to the client any amount of unearned fees that have been paid in advance and hold back or debit a corresponding amount against any other compensation owed to Independent RIA. Similarly, if investment advisor fees are paid in arrears, Independent RIA will be obligated to instruct AEWM to calculate investment advisor fees on a pro-rated basis through the last effective date of the investment advisor client agreement. (e) In the event that any complaint, dispute, action, claim or legal proceeding is brought by a client of Independent RIA against AEWM arising out of Independent RIA or its associated persons’ activities, AEWM may withhold or offset any compensation due Independent RIA or its investment adviser representatives to the extent necessary to cover any and all anticipated losses, settlements, expenses, deficits, reimbursements, indemnified liabilities, investigation costs, injuries, office audit expenses and other amounts that may be owed or incurred by AEWM or one of its Affiliates, including attorney’s fees, paralegal fees, investigative and court costs reasonably expected to be incurred in connection therewith. If AEWM withholds or offsets twenty-five thousand dollars ($25,000) in compensation due to Independent RIA or its investment adviser representatives in accordance with the terms of this Agreement on a day other than Section, Independent RIA shall have the last day opportunity to speak with AEWM’s Chief Operations Officer prior to any amount in excess of the monthtwenty-five thousand dollars ($25,000) being withheld or offset under this section. Upon resolution of all such matters, the fee for the period from the beginning of the month in which termination occurs AEWM or its Affiliates shall return all such amounts and property to Independent RIA or its investment adviser representatives to the date of termination shall be prorated according extent not used to the proportion which such period bears offset amounts owed to the full monthAEWM by Independent RIA or its investment adviser representatives.

Compensation. (a) As compensation for the services performed and the facilities and personnel provided by which the Adviser under this Agreementis to provide or cause to be provided pursuant to Paragraph 3, the Trust will each Fund shall pay to the AdviserAdviser out of Fund assets an annual fee, promptly after computed and accrued daily and paid in arrears on the end first business day of each month for the services rendered by the Adviser during the preceding every month, at the sum of the amounts rate set forth in opposite each Fund's name on Schedule A attached hereto calculated in accordance with A, which shall be a percentage of the average daily net assets of the indicated PortfolioFund (computed in the manner set forth in the Fund's most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month. At the request of the Adviser, some or all of such fee shall be paid directly to a Sub-Adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate basis. In the event that the total expenses of a Fund exceed the limits on investment company expenses imposed by any statute or any regulatory authority of any jurisdiction in which shares of such Fund are qualified for offer and sale, the Adviser will bear the amount of such excess, except: (i) the Adviser shall not be required to bear such excess to an extent greater than the compensation due to the Adviser for the period for which such expense limitation is required to be calculated unless such statute or regulatory authority shall so require, and (ii) the Adviser shall not be required to bear the expenses of the Fund to an extent which would result in the Fund's or Trust's inability to qualify as a regulated investment company under the provisions of Subchapter M of the Code. The Adviser shall have the right, but not the obligation, to voluntarily defer any portion of the advisory fee or absorb any portion of the expenses described in Section 7 below. To the extent required by that the laws Adviser defers advisory fees or absorbs operating expenses, it may seek payment of any state such deferred fees or reimbursement of such absorbed expenses within two (2) fiscal years after the fiscal year in which the Trust is subject to an expense guarantee limitationfees were deferred or expenses were absorbed. A Fund will make no such payment or reimbursement, however, if the aggregate Fund's total annual operating expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), limits disclosed in the Adviser agrees to waive such portion of its advisory fee Fund's Prospectus in excess effect at the time of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedproposed payment or reimbursement. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end 6.1 The Fund on behalf of each month of the Portfolios will compensate Investor Services Group for the services rendered by the Adviser during the preceding month, the sum performance of the amounts set forth in Schedule A attached hereto calculated its obligations hereunder in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates other charges set forth in the current prospectus written Fee Schedule annexed hereto as Schedule C and incorporated herein. 6.2 In addition to those fees set forth in Section 6.1 above, the Fund on behalf of each of the Trust andPortfolios agrees to pay, and will be billed separately for, out-of-pocket expenses incurred by Investor Services Group in the performance of its duties hereunder. Out-of-pocket expenses shall include, but shall not be limited to, the items specified in the written schedule of out-of-pocket charges annexed hereto as Schedule D and incorporated herein. Schedule D may be modified by written agreement between the parties. Unspecified out-of-pocket expenses shall be limited to those out-of-pocket expenses reasonably incurred by Investor Services Group in the performance of its obligations hereunder. 6.3 The Fund on days behalf of each of the Portfolios hereby authorizes Investor Services Group to collect its fees, other charges and related out-of-pocket expenses by debiting the Fund's or Portfolio's custody account for invoices which are rendered for the services performed for the applicable function. Invoices for the services performed will be sent to the Fund after such debiting with an indication that payment has been made. 6.4 Any compensation agreed to hereunder may be adjusted from time to time by attaching to Schedule C, a revised Fee Schedule executed and dated by the parties hereto. 6.5 The Fund acknowledges that the fees and charges that Investor Services Group charges the Fund under this Agreement reflect the allocation of risk between the parties, including the disclaimer of warranties in Section 9.3 and the limitations on which liability and exclusion of remedies in Section 11.2 and Article 12. Modifying the net assets allocation of risk from what is stated here would affect the fees that Investor Services Group charges, and in consideration of those fees, the Fund agrees to the stated allocation of risk. 6.6 Investor Services Group will from time to time employ or associate with itself such person or persons as Investor Services Group may believe to be particularly suited to assist it in performing services under this Agreement. Such person or persons may be officers and employees who are employed by both Investor Services Group and the Fund. The compensation of such person or persons shall be paid by Investor Services Group and no obligation shall be incurred on behalf of the Fund in such respect. 6.7 Investor Services Group shall not be required to pay any of the following expenses incurred by the Fund: membership dues in the Investment Company Institute or any similar organization; investment advisory expenses; costs of printing and mailing stock certificates, prospectuses, reports and notices; interest on borrowed money; brokerage commissions; stock exchange listing fees; taxes and fees payable to Federal, state and other governmental agencies; fees of Board Members of the Fund who are not so determined, affiliated with Investor Services Group; outside auditing expenses; outside legal expenses; Blue Sky registration or filing fees; or other expenses not specified in this Section 6.7 which may be properly payable by the net asset computation Fund. Investor Services Group shall not be required to be used shall be as determined on pay any Blue Sky registration or filing fees unless and until it has received the next day on which the net assets shall have been determined. (b) Upon any termination amount of this Agreement on a day other than the last day of the month, the fee for the period such fees from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthFund.

Compensation. (a) As compensation The Issuer shall pay to the Collateral Manager, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this Agreement, the Trust will pay to the Advisera fee, promptly after the end payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with a redemption of each month for the services rendered Secured Notes in part by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Class not occurring on a regularly scheduled Payment Date) in accordance with the average daily net assets Priority of the indicated Portfolio. To the extent required by the laws Payments that consists of any state in which the Trust is subject (i) an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.15% per annum (calculated on the basis of a daily basis)360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.25% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated Management Fee” and, together with the Base Management Fee, the Adviser agrees to waive “Management Fees”). If any portion of any Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates. (b) The Collateral Manager may, in its sole discretion, waive its rights to receive any portion of the Management Fees payable on any Payment Date. The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral Manager notifies the Issuer and the Trustee that it is revoking such waiver. (c) If this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, the Base Management Fee and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the effective date of such termination, resignation or removal and shall be immediately due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments. (d) The Collateral Manager shall be responsible for expenses incurred in the performance of its advisory fee obligations under this Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in excess connection with the services provided under this Agreement with respect to (i) the costs and expenses of the limitationCollateral Manager incurred in connection with the negotiation, but such waiver shall not exceed preparation and execution of this Agreement and all other agreements and matters related to the full amount issuance of any Securities; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii) any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with the Securities or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of professionals retained by the Collateral Manager on behalf of the advisory fee for such year except as Issuer and (c) amounts in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and all Taxes that may be elected incurred or payable by Adviser the Issuer; (v) any and all insurance premiums or expenses incurred in its discretion. For this purpose, aggregate expenses of a Portfolio shall include connection with the compensation activities of the Adviser Issuer by the Collateral Manager; (vi) any and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactionscosts, fees and expenses incurred in connection with the distribution rating of Trust sharesthe Secured Notes or obtaining ratings or credit estimates on Collateral Obligations, and extraordinary communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in connection with the Collateral Manager’s communications with the Holders (including litigation expenses. In the event any amounts are so contributed by the Adviser charges related to the Trustannual meetings and for preparation of reports); (viii) costs, the Trust agrees to reimburse the Adviser fees and expenses of one or more firms that provide software databases and applications for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationmodeling, evaluating and monitoring the Assets and the Securities pursuant to a licensing or other agreement; (ix) fees and expenses for services to the Issuer in respect of the Assets relating to asset pricing and rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the Issuer and, to the extent relating to the Issuer and the Assets, the net assets Collateral Manager; (xi) the fees and expenses of any independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred in connection with any amendment or supplemental indenture effected (or proposed to be effected) pursuant to the Indenture; (xiii) in the event the Issuer is included in the consolidated financial statements of the Portfolio shall be that determined in Collateral Manager or its Affiliates, costs and expenses associated with the manner preparation of such financial statements and on other information by the dates set forth in Collateral Manager or its Affiliates to the current prospectus extent related to the inclusion of the Trust andIssuer in such financial statements; (xiv) any and all costs, on days on which fees and expenses incurred in connection with the net assets are not so determinedpreparation and audit of the Issuer’s financial statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance with the Indenture. In addition, the net asset computation Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination entering into of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthor any amendment hereto.

Compensation. (a) As compensation The Issuer shall pay to the Collateral Manager, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this Agreement, the Trust will pay to the Advisera fee, promptly after the end payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with a redemption of each month for the services rendered Secured Notes in part by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Class not occurring on a regularly scheduled Payment Date) in accordance with the average daily net assets Priority of the indicated Portfolio. To the extent required by the laws Payments that consists of any state in which the Trust is subject (i) an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.15% per annum (calculated on the basis of a daily basis)360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.20% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated Management Fee” and, together with the Base Management Fee, the Adviser agrees to waive “Management Fees”). If any portion of any Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates. (b) The Collateral Manager may, in its sole discretion, waive its rights to receive any portion of the Management Fees payable on any Payment Date. The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral Manager notifies the Issuer and the Trustee that it is revoking such waiver. (c) If this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, the Base Management Fee and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the effective date of such termination, resignation or removal and shall be immediately due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments. (d) The Collateral Manager shall be responsible for expenses incurred in the performance of its advisory fee obligations under this Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in excess connection with the services provided under this Agreement with respect to (i) the costs and expenses of the limitationCollateral Manager incurred in connection with the negotiation, but such waiver shall not exceed preparation and execution of this Agreement and all other agreements and matters related to the full amount issuance of any Securities; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii) any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with the Securities or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of professionals retained by the Collateral Manager on behalf of the advisory fee for such year except as Issuer and (c) amounts in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and all Taxes that may be elected incurred or payable by Adviser the Issuer; (v) any and all insurance premiums or expenses incurred in its discretion. For this purpose, aggregate expenses of a Portfolio shall include connection with the compensation activities of the Adviser Issuer by the Collateral Manager; (vi) any and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactionscosts, fees and expenses incurred in connection with the distribution rating of Trust sharesthe Secured Notes or obtaining ratings or credit estimates on Collateral Obligations, and extraordinary communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in connection with the Collateral Manager’s communications with the Holders (including litigation expenses. In the event any amounts are so contributed by the Adviser charges related to the Trustannual meetings and for preparation of reports); (viii) costs, the Trust agrees to reimburse the Adviser fees and expenses of one or more firms that provide software databases and applications for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationmodeling, evaluating and monitoring the Assets and the Securities pursuant to a licensing or other agreement; (ix) fees and expenses for services to the Issuer in respect of the Assets relating to asset pricing and rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the Issuer and, to the extent relating to the Issuer and the Assets, the net assets Collateral Manager; (xi) the fees and expenses of any independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred in connection with any amendment or supplemental indenture effected (or proposed to be effected) pursuant to the Indenture; (xiii) in the event the Issuer is included in the consolidated financial statements of the Portfolio shall be that determined in Collateral Manager or its Affiliates, costs and expenses associated with the manner preparation of such financial statements and on other information by the dates set forth in Collateral Manager or its Affiliates to the current prospectus extent related to the inclusion of the Trust andIssuer in such financial statements; (xiv) any and all costs, on days on which fees and expenses incurred in connection with the net assets are not so determinedpreparation and audit of the Issuer’s financial statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance with the Indenture. In addition, the net asset computation Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination entering into of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthor any amendment hereto.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, the Trust Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the "Management Fee") equal to the Adviser, promptly after annual rate of 0.50% of the Fund's Managed Assets (as defined below). The compensation accrued hereunder will be held in an interest-bearing escrow account with the Fund's custodian or another bank (as defined in the 1940 Act) designate▇ ▇▇ ▇▇▇ Fund. If a new investment sub-advisory agreement (the "New Sub-Advisory Agreement") with the Sub-Adviser for the Fund is approved by the vote of a majority of the outstanding voting securities of the Fund by the end of each month for the services rendered 150-day term of this Agreement, the amount in the escrow account (including the interest earned) will be paid to the Sub-Adviser. If a majority of the outstanding voting securities of the Fund does not approve the New Sub-Advisory Agreement with the Sub-Adviser within the 150-day period, the Sub-Adviser will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Adviser during in performing this Agreement (plus interest earned on that amount while in escrow) or (ii) the preceding monthtotal amount in the escrow account (plus interest earned). For purposes of calculating the Management Fee, Managed Assets means the average daily gross asset value of the Fund (including assets attributable to the Fund's Preferred Shares (as such term is defined in the Fund's prospectus), if any, and the principal amount of borrowings, if any), minus the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with Fund's accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than the average daily net assets principal amount of any borrowings incurred, commercial paper or notes issued by the Fund). For purposes of determining Managed Assets, the liquidation preference of any outstanding Preferred Shares of the indicated Portfolio. To the extent required by the laws of any state in which the Trust Fund is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on not treated as a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth aboveliability. For the purpose of accruing compensationmonth and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the net assets basis of the Portfolio shall be number of days that determined the Agreement is in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of effect during the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthand year, respectively.

Compensation. (a) As compensation A. The method of payment by CLIENT to JM for services provided under this CONTRACT shall be: X Lump Sum - Preliminary Engineering Services Total Amount: $3,000 The terms, amount and frequency of monthly and/or periodic billing shall be set forth in ATTACHMENT “A”. Hourly rates shall be as described in ATTACHMENT “B”. The JM Hourly Rate Schedule in effect at the time the work is performed shall be used and when a new JM Hourly Rate Schedule is published, a copy of the facilities new schedule will be furnished to the client and personnel shall supersede the previous JM Hourly Rate Schedule as ATTACHMENT “B”. For multiple project services or phases, a breakdown of individual costs and associated scope will be provided in ATTACHMENT “A”. The ATTACHMENT “B” Schedule of Rates will be adjusted annually on January 1st to reflect equitable changes in the compensation payable to Engineer, reimbursable expenses, and IRS directed mileage rates. B. For and in consideration of the Basic Services to be rendered by JM, the CLIENT shall pay, and JM shall receive compensation hereinafter set forth for the project. All remittances by the Adviser under this AgreementCLIENT of such compensation shall either be mailed or delivered to JM’s office in Abilene, the Trust will pay to the AdviserTaylor County, promptly after the end of each month Texas. 1. Payment for the services rendered by under the Adviser during Project listed in the preceding month, the sum ATTACHMENT “A” “Scope of the amounts Work” of this Agreement and as set forth in Schedule A attached hereto calculated herein shall be paid as billed and in accordance with the average daily net assets compensation and financial requirements as set forth in ATTACHMENT “A”. C. Additional Services listed in ATTACHMENT “A” shall be paid by the Hour and Expense per A. The CLIENT shall designate a Project Manager during the term of this CONTRACT. The CLIENT’s project manager has the authority to administer this CONTRACT and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by the CLIENT on any aspect of the indicated Portfoliowork shall be directed to the CLIENT’s project manager. B. The CLIENT shall review submittals by JM and provide prompt response to questions and rendering of decisions pertaining thereto to minimize delay in the progress of JM's work. To The CLIENT will keep ▇▇ advised concerning the extent required progress of the CLIENT's review of the work. Delays in response by the laws Project Manager greater than 5 days shall automatically extend by a like number of days any timelines or completion deadlines as set forth in ATTACHMENT “A”. C. The CLIENT shall provide full requirements for the Project. D. CLIENT shall assist JM by placing at JM’s disposal all available information pertinent to the Project, including previous reports and any other data relative to the Project’s design and construction. E. CLIENT shall ▇▇▇▇▇▇▇ ▇▇ property, boundary, right-of-way, topographic and utility surveys; core borings, probings and subsurface exploration; hydrographic surveys, laboratory tests and inspections of samples and materials in CLIENT’s possession or to which CLIENT has reasonable access, all of which JM may rely on in providing the services described on ATTACHMENT “A”. F. CLIENT will guarantee access and make all provisions for JM to enter onto public and private lands as required for JM to perform work under this CONTRACT. G. Unless included in JM’s services as described on ATTACHMENT “A”, CLIENT shall advertise for proposals from bidders, open the proposals at the appointed time and place, and pay for all incidental costs related hereto. H. CLIENT will provide any legal, accounting and insurance counseling services required for the Project. CLIENT shall provide such insurance or may be required on ATTACHMENT “C”, which insurance shall include JM as an additional insured and be written with companies authorized to do business in the State of Texas and reasonably approved by JM. I. CLIENT will designate in writing its Project Manager as a person to act as CLIENT’s representative with respect to the work to be performed under this CONTRACT who will have complete authority to transmit instructions, receive information and interpret and define CLIENT’s policies and decisions with respect to materials, equipment, elements and systems pertinent to the services provided by JM pursuant to this CONTRACT. The decision and directions given by the Project Manager shall be binding on CLIENT and JM shall have the right to rely on such decision and directions in performing work and services hereunder. J. CLIENT shall give prompt written notice to JM whenever CLIENT observes or otherwise becomes aware of any state defect in which the Trust is subject to an expense guarantee limitationProject. K. Unless included in JM’s services as described in ATTACHMENT “A”, if CLIENT shall obtain approval of all governmental authorities having jurisdiction over the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except Project and obtain approvals and consents from other individuals or bodies as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation necessary for completion of the Adviser Project. Delays in obtaining approval beyond those time frames specified in ATTACHMENT “A” or as would otherwise be reasonably anticipated shall automatically extend by a like period of time, any timeline or completion deadlines as set out in ATTACHMENT “A”. L. If the Project involves more than one general contract, or separate construction contracts for different building trades or separate equipment contracts, CLIENT will ensure that the general conditions of all contracts are substantially identical and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection consistent with the distribution of Trust sharesterms hereof in all material respects. M. When required, CLIENT shall provide title searches, legal descriptions, detailed ALTA surveys and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser environmental assessments to the Trust, extent necessary for CLIENT to proceed with the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedProject. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided expenses assumed by the Adviser under Subadviser pursuant to this Agreement, the Trust Investment Manager will pay to the Adviser, promptly after Subadviser on or before the end tenth (10th) day of each month calendar month, an investment subadvisory fee for the services rendered by previous calendar month with respect to each Fund computed at the Adviser during annual rate applicable to the preceding month, Fund set forth on Schedule A hereto. The fee as computed in accordance with Schedule A shall be based upon the sum net assets of each Fund as to which this Agreement is then effective. The value of the amounts set forth in Schedule A attached hereto net assets for each Fund shall be calculated in accordance with the average daily net assets provisions of the indicated Portfolio. To Prospectus and Statement of Additional Information for the extent required by Fund (as currently in effect and as amended or supplemented from time to time, being herein collectively referred to as the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis“Prospectus”), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For purposes of this purposeAgreement, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does each day when net asset value is not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationcalculated, the net assets of the Portfolio any Fund shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which deemed to be the net assets are not so determined, of such Fund as of the net asset computation to be used shall be as determined close of business on the next last day on which net asset value was determined. Except as hereinafter set forth, compensation under this Agreement shall be calculated and accrued daily and the amounts of the daily accruals shall be paid monthly in arrears (i.e., the applicable annual fee rate divided by 365 as applied to each prior day’s net assets in order to calculate the daily accrual). The Investment Manager shall have been determined. (b) Upon provide to the Subadviser a worksheet with the monthly payment showing the Funds’ average daily net assets and the calculation of the Subadviser’s subadvisory fee, including the impact of any termination of expense limitation, as described below. If this Agreement on becomes effective subsequent to the first day of a day other than month or terminates before the last day of the a month, the subadvisory fee for the period from the effective date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. Unless agreed to in writing by the Subadviser, any agreement by the Investment Manager to limit expenses or waive fees and/or reimburse expenses of the Funds shall not reduce the amount of compensation paid to the Subadviser.

Compensation. (a) As The salaries provided herein shall constitute the entire compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay attributable to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum performance of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets duties and responsibilities of the indicated Portfolioposition. To Certain unit positions are expected to be on call and available to direct and assist in the extent required by City's response to weather related and other conditions which require service outside of the laws normal workday. Any employee who performs work outlined in his or her job description that includes attending meetings of any state in which the Trust is subject to an expense guarantee limitationboards, committees, and commissions shall be compensated for such meetings if the aggregate expenses time spent at these meetings equals more than 8% of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (their scheduled work hours. This amount shall be calculated on a daily basis)calendar month basis and must be approved by the Department Head. Compensation is contingent upon funding. This compensation is not applicable if the employee is already being compensated for attending these meetings. Employees seeking an adjustment to the grade at which their position is listed must provide written notification to their Department Head and Union Office of such intent by December 1. The Department Head will undertake an evaluation process of the changes/additions to the essential job functions/duties as outlined in the existing job description for the position. The Department Head will then submit the completed position evaluation form to the Human Resources Department and Mayor's Office for their review and approval. All grade adjustments will be made effective on July 1 of the following fiscal year, pending appropriation through the annual budget process. It is recognized that members of the Professional/Administrative Assistant union may occasionally be required to devote significant time outside of the normal work schedule to the business of the City, and to that end, they shall be allowed to take reasonable compensatory time off upon notification and approval of their Department Head. However, no compensatory time off shall be taken until such time as the Department Head has created a record keeping system to accurately track the use of such compensatory time or if otherwise stated in the employee's letter of employment. The City has the right to negotiate with prospective replacements for a starting annual salary based on the hiring range, not to exceed Step 4 of the pay grade. Thereafter, the Adviser agrees to waive such portion of its advisory fee in excess newly hired replacement shall receive the same negotiated across the board increases as other unit employees. Exceptions may be made for current members of the limitationbargaining unit based on qualifications and length of service. The administration in consultation with the Union, but such waiver would be able to hire a new employee into a Teamsters AA position at a salary higher than Step 4. This option reduces the potential of losing a skilled candidate due to salary restrictions; the administration will utilize this option only in unique situations. Thereafter, the newly- hired replacement shall not exceed receive the full amount same negotiated across-the-board increases as other unit members of the advisory fee for such year except as may be elected by Adviser in its discretionbargaining unit based on qualifications and length of service. For this purpose, aggregate expenses The employee's supervisor will submit an Employee Action Transmittal (Appendix C) a minimum of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser two weeks prior to the Trustemployee's change instep, the Trust agrees grade, and/or COLA. All employees are required to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result participate in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determineda mandatory paperless direct deposit program. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation The Issuer shall pay to the Collateral Manager, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this Agreement, the Trust will pay to the Advisera fee, promptly after the end payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with a redemption of each month for the services rendered Debt in part by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Class not occurring on a regularly scheduled Payment Date) in accordance with the average daily net assets Priority of the indicated Portfolio. To the extent required by the laws Payments that consists of any state in which the Trust is subject (i) an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.15% per annum (calculated on the basis of a daily basis)360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.25% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated Management Fee” and, together with the Base Management Fee, the Adviser agrees to waive “Management Fees”). If any portion of any Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates. (b) The Collateral Manager may, in its sole discretion, waive its rights to receive any portion of the Management Fees payable on any Payment Date. The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral Manager notifies the Issuer and the Collateral Trustee that it is revoking such waiver. (c) If this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, the Base Management Fee and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the effective date of such termination, resignation or removal and shall be immediately due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments. (d) The Collateral Manager shall be responsible for expenses incurred in the performance of its advisory fee obligations under this Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in excess connection with the services provided under this Agreement with respect to (i) the costs and expenses of the limitationCollateral Manager incurred in connection with the negotiation, but such waiver shall not exceed preparation and execution of this Agreement and all other agreements and matters related to the full amount issuance or incurrence, as applicable, of any Securities; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii) any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with the Securities or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of professionals retained by the Collateral Manager on behalf of the advisory fee for such year except as Issuer and (c) amounts in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and all taxes, regulatory and governmental charges that may be elected incurred or payable by Adviser the Issuer; (v) any and all insurance premiums or expenses incurred in its discretion. For this purpose, aggregate expenses of a Portfolio shall include connection with the compensation activities of the Adviser Issuer by the Collateral Manager; (vi) any and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactionscosts, fees and expenses incurred in connection with the distribution rating of Trust sharesthe Debt or obtaining ratings or credit estimates on Collateral Obligations, and extraordinary communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in connection with the Collateral Manager’s communications with the Holders (including litigation expenses. In the event any amounts are so contributed by the Adviser charges related to the Trustannual meetings and for preparation of reports); (viii) costs, the Trust agrees to reimburse the Adviser fees and expenses of one or more firms that provide software databases and applications for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationmodeling, evaluating and monitoring the Assets and the Securities pursuant to a licensing or other agreement; (ix) fees and expenses for services to the Issuer in respect of the Assets relating to asset pricing and rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the Issuer and, to the extent relating to the Issuer and the Assets, the net assets Collateral Manager; (xi) the fees and expenses of any independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred in connection with any amendment or supplemental indenture effected (or proposed to be effected) pursuant to the Indenture; (xiii) in the event the Issuer is included in the consolidated financial statements of the Portfolio shall be that determined in Collateral Manager or its Affiliates, costs and expenses associated with the manner preparation of such financial statements and on other information by the dates set forth in Collateral Manager or its Affiliates to the current prospectus extent related to the inclusion of the Trust andIssuer in such financial statements; (xiv) any and all costs, on days on which fees and expenses incurred in connection with the net assets are not so determinedpreparation and audit of the Issuer’s financial statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance with the Indenture. In addition, the net asset computation Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination entering into of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthor any amendment hereto.

Compensation. (a) As compensation The Issuer shall pay to the Collateral Manager, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this Agreement, the Trust will pay to the Advisera fee, promptly after the end payable in arrears on each Payment Date (including any Redemption Date, other than a Redemption Date in connection with a redemption of each month for the services rendered Secured Debt in part by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Class not occurring on a regularly scheduled Payment Date) in accordance with the average daily net assets Priority of the indicated Portfolio. To the extent required by the laws Payments that consists of any state in which the Trust is subject (i) an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.15% per annum (calculated on the basis of a daily basis)360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Base Management Fee”) and (ii) an amount equal to 0.20% per annum (calculated on the basis of a 360 day year and the actual number of days elapsed during the related Interest Accrual Period) of the Fee Basis Amount measured as of the first day of the Collection Period relating to such Payment Date (the “Subordinated Management Fee” and, together with the Base Management Fee, the Adviser agrees to waive “Management Fees”). If any portion of any Management Fee payable on any Payment Date in accordance with the Priority of Payments is not paid in full for any reason, such portion shall be deferred and remain due and payable on subsequent Payment Dates. (b) The Collateral Manager may, in its sole discretion, waive its rights to receive any portion of the Management Fees payable on any Payment Date. The Collateral Manager hereby waives its rights to receive all Management Fees until such date as the Collateral Manager notifies the Issuer and the Collateral Trustee that it is revoking such waiver. (c) If this Agreement is terminated for any reason, or if the Collateral Manager resigns or is removed, the Base Management Fee and the Subordinated Management Fee will each be prorated for any partial period elapsing from the last Payment Date on which such Collateral Manager was entitled to receive the Base Management Fee and the Subordinated Management Fee to the effective date of such termination, resignation or removal and shall be immediately due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments. (d) The Collateral Manager shall be responsible for expenses incurred in the performance of its advisory fee obligations under this Agreement; provided, however, the Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses reasonably incurred by the Collateral Manager in excess connection with the services provided under this Agreement with respect to (i) the costs and expenses of the limitationCollateral Manager incurred in connection with the negotiation, but such waiver shall not exceed preparation and execution of this Agreement and all other agreements and matters related to the full amount issuance or incurrence, as applicable, of any Securities or Secured Debt; (ii) any transfer fees necessary to register any Collateral Obligation in accordance with the Indenture; (iii) any fees and expenses in connection with the acquisition, management or disposition of Assets or otherwise in connection with the Securities, the Secured Debt or the Issuer (including (a) investment related travel, communications and related expenses, (b) loan processing fees, accounting and legal fees and expenses (including internally allocated expenses) and other expenses of professionals retained by the Collateral Manager on behalf of the advisory fee for such year except as Issuer and (c) amounts in connection with the termination, cancellation or abandonment of a potential acquisition or disposition of any Assets that is not consummated); (iv) any and all Taxes that may be elected incurred or payable by Adviser the Issuer; (v) any and all insurance premiums or expenses incurred in its discretion. For this purpose, aggregate expenses of a Portfolio shall include connection with the compensation activities of the Adviser Issuer by the Collateral Manager; (vi) any and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactionscosts, fees and expenses incurred in connection with the distribution rating of Trust sharesthe Secured Debt or obtaining ratings or credit estimates on Collateral Obligations, and extraordinary communications with the Rating Agency; (vii) any and all costs, fees and expenses incurred in connection with the Collateral Manager’s communications with the Holders (including litigation expenses. In the event any amounts are so contributed by the Adviser charges related to the Trustannual meetings and for preparation of reports); (viii) costs, the Trust agrees to reimburse the Adviser fees and expenses of one or more firms that provide software databases and applications for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationmodeling, evaluating and monitoring the Assets, the net assets Securities and the Secured Debt pursuant to a licensing or other agreement; (ix) fees and expenses for services to the Issuer in respect of the Portfolio shall Assets relating to asset pricing and rating services; (x) any and all expenses incurred to comply with any law or regulation related to the activities of the Issuer and, to the extent relating to the Issuer and the Assets, the Collateral Manager; (xi) the fees and expenses of any independent advisor employed to value or consider Collateral Obligations; (xii) any and all costs, fees and expenses incurred in connection with any amendment or supplemental indenture effected (or proposed to be that determined effected) pursuant to the Indenture; (xiii) in the manner and on event the dates set forth Issuer is included in the current prospectus consolidated financial statements of the Trust andCollateral Manager or its Affiliates, on days on which costs and expenses associated with the net assets are not so determinedpreparation of such financial statements and other information by the Collateral Manager or its Affiliates to the extent related to the inclusion of the Issuer in such financial statements; (xiv) any and all costs, fees and expenses incurred in connection with the preparation and audit of the Issuer’s financial statements; (xv) any out-of-pocket costs or expenses incurred by the Collateral Manager in connection with complying with applicable law; and (xvi) as otherwise agreed upon by the Issuer and the Collateral Manager, to be paid in accordance with the Indenture. In addition, the net asset computation Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with or incidental to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination entering into of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthor any amendment hereto.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month MarkWest Liberty. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the Adviser during event that the preceding monthconditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the sum of Escrow Agent in its sole discretion may charge interest on such amount up to the amounts set forth in Schedule A attached hereto calculated in accordance highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the average daily net assets of the indicated Portfolio. To the extent required by the laws interests of any state in which other persons or entities and is hereby granted the Trust is subject right to an expense guarantee limitationset off and deduct any unpaid fees, if the aggregate non-reimbursed expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period unsatisfied indemnification rights from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Property.

Compensation. (a) As compensation for a. In consideration of the services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust Fund will pay the Adviser an advisory fee (the “Advisory Fee”) as indicated on Schedule A. b. In addition, the Adviser shall be entitled to an incentive fee if certain returns are achieved (the “Incentive Fee”) as described on Schedule A. c. The Advisory Fee and Incentive Fee, if any, shall be paid as described on Schedule A. For purposes of determining the Advisory Fee and Incentive Fee payable to the Adviser, promptly after the end Fund’s net asset value will be calculated prior to the inclusion of each month for any amounts of the services rendered Advisory Fee and any Incentive Fee payable to the Adviser or to any purchases or repurchases of shares of the Fund or any distributions by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. Fund. d. For the purpose of accruing compensationdetermining fees payable to the Adviser under this Section 7, the net assets value of the Portfolio shall Fund’s assets will be that determined computed at the times and in the manner and on the dates set forth specified in the current prospectus of the Trust andRegistration Statement, and on days on which the net value of Fund assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the assets were determined. Furthermore, fees payable to the Adviser under this Section 7 will be earned and attributed to each class of the Fund’s shares based on the net assets shall have been determinedasset value and net profits of the Fund attributable to each such class of shares and in accordance with U.S. Generally Accepted Accounting Principles applicable to the Fund. e. The Fund shall make any payments due hereunder to the Adviser or, if the Adviser directs, to an entity the Adviser controls, is controlled by the Adviser or with which the Adviser is under common control (b) Upon including any termination of this Agreement on a day other than the last day sub-adviser of the monthFund). Subject to the requirements of the 1940 Act and any applicable exemptive relief from the SEC, the fee for Adviser may elect to receive all or a portion of the period from Advisory Fee and/or Incentive Fee in common shares of the Fund (the “Shares”) in lieu of cash as follows: i. At the beginning of each fee calculation period, the month Adviser will notify the Fund of its election to receive any Advisory Fees or Incentive Fees for such payment period in which termination occurs cash, Shares or a combination of cash and Shares. ii. The number of Shares that the Adviser will receive will be equal to the date quotient of termination shall be prorated according to (x) the proportion which sum of the cash value of Advisory Fees and Incentive Fees elected by the Adviser for payment in Shares and (y) the greater of (i) the then-current net asset value per Share of the applicable Share class when such period bears to fees become due and (ii) the full monththen-current offering price of the applicable class of Shares when such fees become due.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month In consideration for the Sub-Adviser’s services rendered by the Adviser during the preceding monthhereunder, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject respect to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year each Term Year (calculated on a daily basisas defined herein), the Adviser agrees shall pay the Sub-Adviser the fee described herein, payable quarterly in arrears within five (5) business days of when fees are paid to waive the Adviser. (a) With respect to any fees payable by the BDC during a Term Year (including without limitation the Base Management Fees and Incentive Fees, as such portion terms are defined in the Advisory Agreement, collectively referred to herein as the “Advisory Fees”), the Sub-Adviser shall be entitled to receive 50% of its advisory fee in excess of the limitation, but any such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretionamounts. For the avoidance of doubt, this purpose, aggregate expenses of a Portfolio shall include the compensation of includes Incentive Fees received by the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution orderly liquidation of Trust shares, and extraordinary expenses including litigation expensesthe BDC’s assets. In addition, 50% of any other payment from a third party (not including the event any amounts are so contributed by BDC) to the Adviser in connection with the BDC’s portfolio or any transaction involving the BDC’s portfolio, including a liquidity event, as such term is described in the Registration Statement, shall be paid to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Sub-Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any In the event that this Agreement is terminated other than at the end of a calendar year, for purposes of determining fees payable to the Sub-Adviser under this Section 3 during the Term Year in which such termination occurs, the Advisory Fees payable to the Adviser shall be calculated as if the Advisory Agreement terminated as of the termination date of this Agreement on a day Agreement. (c) Except as required by applicable law, rule or regulation, any deferral, reduction, waiver or other than the last day modification of the monthAdvisory Fees to be paid to the Adviser (including, without limitation, the fee for manner and timing by which such fees are paid or payable to the period from Adviser) will require the beginning prior written consent of the month in which termination occurs Sub-Adviser. (d) In no event shall any deferral, reduction, waiver or other modification of the dealer manager fee payable to ▇▇▇▇▇▇▇ Capital Securities, Inc., an affiliate of the Adviser and the dealer manager of the securities of the BDC adversely affect the Advisory Fees payable to the date of termination shall Sub-Adviser or the expenses for which it is entitled to be prorated according to the proportion which such period bears to the full monthreimbursed hereunder.

Compensation. (a) As compensation for In consideration of services performed and the facilities and personnel provided by the Adviser under rendered pursuant to this Agreement, the Trust Fund will pay to BISYS on the Adviser, promptly after the end first business day of each month for the services rendered by fee at the Adviser during the preceding month, the sum of the amounts annual rate set forth in opposite each Series' name on Schedule A attached hereto calculated in accordance with 1 hereto, based upon the value of each Series' average daily net assets of for the indicated Portfolioprevious month. To Net asset value shall be computed on such days and at such time or times as described in the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiosProspectus. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning date of the commencement of the initial public sale of each Series' shares to the end of the month in during which termination occurs to the date of termination such sale shall have been commenced shall be prorated pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining fees payable to BISYS, the value of each Series' net assets shall be computed in the manner specified in the Charter for the computation of the value of each Series' net assets. Notwithstanding anything to the contrary herein, if in any fiscal year the aggregate expenses of any Series, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management, investment advisory, sub-advisory and administration fees, exceed the expense limitation of any such state having jurisdiction over the Series, the Fund may deduct from the fees to be paid hereunder, or BISYS will bear, to the extent required by state law, that portion of such excess which bears the same relation to the total of such excess as BISYS' fee hereunder bears to the total fee otherwise payable for the fiscal year by the Series pursuant to this Agreement and the Fund's management, investment advisory and sub-advisory or similar agreements. BISYS' obligation is limited to the amount of its fees hereunder. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses ------------ assumed pursuant to this Agreement, the Trust will Investment Adviser shall pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee payable as soon as practicable after the last day of each month, calculated using an annual rate of .33% (the "Annual Rate"). (b) The monthly sub-advisory fee to be paid by the Investment Adviser to the Adviser, promptly after Sub-Adviser shall be determined as of the end close of business on the last business day of each month for by multiplying one-twelfth of the services rendered Annual Rate by the Adviser during Average Portfolio Net Assets (hereinafter defined) calculated monthly as of such day. (c) For the preceding monthpurposes of this paragraph, the "Average Portfolio Net Assets" shall be calculated monthly as of the last business day of each month and shall mean the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall calculated each business day during the month divided by the number of business days in the month (such net assets to be that determined as of the close of business each business day and computed in the manner and on the dates set forth in the current prospectus Declaration of Trust of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedTrust). (bd) Upon The Sub-Adviser acknowledges that the Investment Adviser has agreed with the Trust to reduce the Investment Adviser's compensation for any termination fiscal year by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Sub- Adviser agrees that its compensation for any fiscal year shall be reduced by the same proportion as the Investment Adviser's compensation is reduced as described in the preceding sentence, for any fiscal year in which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time. The Sub-Adviser shall refund to the Investment Adviser the amount of any reduction of the Sub-Adviser's compensation pursuant to this paragraph 11(d) as promptly as practicable after the end of such fiscal year, provided that the Sub-Adviser will not be required to pay the Investment Adviser an amount greater than the fee paid to the Sub- Adviser in respect of such year pursuant to this Agreement. As used in this paragraph 11(d), "expenses" shall mean those expenses included in the most restrictive state Blue Sky expense limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of the investment company's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed to result in the largest reduction of the Sub-Adviser's compensation for any fiscal year of the Portfolio; provided, however, that nothing in this Agreement on a day other than shall require the last day of Sub-Adviser to reduce its fees if the month, the fee for the period from the beginning of the month Investment Adviser is not required by an applicable statute or regulation referred to above in which termination occurs this paragraph 11(d) to the date of termination shall be prorated according to the proportion which such period bears to the full monthreduce its fees.

Compensation. In the event of a Termination Without Cause or the Executive’s resignation for Good Reason (aas defined below) As in either case within 12 months following a Change of Control (as defined below), the Company shall (i) fully vest the Executive in any outstanding awards made pursuant to the 2012 Equity Incentive Plan or any other equity compensation for services performed and the facilities and personnel provided plan adopted by the Adviser under this AgreementCompany and stock options that have not previously vested or become exercisable shall be exercisable, in whole or in part, and shall remain exercisable in accordance with their terms notwithstanding the Trust will Executive’s termination or resignation, (ii) pay the Executive any base salary and expenses reimbursable to the Adviser, promptly after the end of each month for the services rendered Executive by the Adviser during Company, each through the preceding monthdate of the termination, (iii) pay a benefit (the “Change of Control Bonus”) equal to two times the sum of (x) the amounts set forth in Schedule A attached hereto calculated in accordance with Executive’s then annual base salary, (y) the average daily net assets maximum annual bonus that the Executive could earn for the year that includes the date of termination (or if no maximum bonus amount has been set, the Executive’s target bonus for that year) and (z) the fair market value (determined as of the indicated Portfolio. To date of the extent required Change of Control (as defined below)) of the share award(s) or other equity-based awards (other than stock options, stock appreciation rights or awards that vest based on achievement of performance objectives measured over more than one year) received by the laws Executive for the year that includes the date of any state termination (or if no such share awards were made in that year, the next preceding year in which the Trust is subject Executive received such a share award) and (iv) pay the insurance benefit described below. Subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)Section 12 below, the Adviser agrees to waive such portion base salary, expense reimbursement and Change of its advisory fee Control Bonus shall be paid in excess one lump sum within ten days after the Executive’s Termination Without Cause of the limitationExecutive’s resignation for Good Reason. In addition, but such waiver the Company shall not exceed cause the full amount Executive’s insurance benefits, as in effect immediately prior to the termination, to remain in effect for eighteen (18) months following the date of termination upon the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust sharessame terms, and extraordinary expenses including litigation expenses. In at the event any amounts are so contributed by the Adviser same cost to the TrustExecutive, the Trust agrees as in effect immediately prior to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiostermination. The Adviser’s fee Executive shall be also receive payment of accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs but unused vacation to the date of termination shall be prorated according to the proportion which such period bears to the full monthtermination.

Compensation. (a) As compensation for In consideration of the services performed and the facilities and personnel provided to be rendered by the Adviser under this Agreement, the Trust will Company shall pay to the Adviser, promptly after Adviser monthly fees on the end first Business Day (as defined in the Prospectuses) of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with based upon the average daily net assets of each Fund during the indicated Portfolio. To preceding month (as determined on the extent required by days and at the laws of any state time set forth in which the Trust is subject to an expense guarantee limitation, if Prospectuses for determining net asset value per share) at the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth aboveopposite the Fund's name on Schedule A attached hereto. For If the purpose fees payable to the Adviser pursuant to this paragraph begin to accrue before the end of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of month or if this Agreement on a day other than terminates before the last day end of the any month, the fee fees for the period from such date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of the Funds' net assets shall be computed in the manner specified in the Prospectuses and the Articles for the computation of the value of the Funds' net assets in connection with the determination of the net asset value of shares of the Funds' capital stock. If the aggregate expenses incurred by, or allocated to, each Fund in any fiscal year shall exceed the lowest expense limitation, if applicable to such Fund, imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reimburse such Fund for such excess. The Adviser's reimbursement obligation will be limited to the amount of fees it received under this agreement during the period in which such expense limitations were exceeded, unless otherwise required by applicable laws or regulations. With respect to portions of a fiscal year in which this Agreement shall be in effect, the foregoing limitations shall be prorated according to the proportion which that portion of the fiscal year bears to the full fiscal year. Any payments required to be made by this paragraph shall be made once a year promptly after the end of the Company's fiscal year. In consideration of the Adviser's undertaking to render the services described in this Agreement, the Company agrees that the Adviser shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the performance of this Agreement, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Investment Adviser against any liability to the Company or its stockholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties under this Agreement or by reason of the Adviser's reckless disregard of its obligations and duties hereunder.

Compensation. (a) As compensation for For the services performed and the facilities and personnel provided by the Adviser under Payden/KDS pursuant to this Agreement, the Trust will shall pay to Payden/KDS a fee, computed daily and paid monthly (in arrears), at the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts annual rate set forth in Schedule A attached hereto calculated Exhibit A. (a) If in accordance with any fiscal year the aggregate operating expenses of any Fund (as hereafter defined) exceed the applicable percentage of the average daily net assets of the indicated PortfolioFund set forth in Exhibit A for such fiscal year, Payden/KDS shall reimburse such Fund for such excess operating expenses. To Such operating expense reimbursement, if any, shall be estimated, reconciled and paid on a monthly basis. Any such reimbursement of a Fund shall be repaid to Payden/KDS by such Fund, without interest, at such later time or times as it may be repaid without causing the extent required by aggregate operating expenses of such Fund to exceed the laws applicable percentage of any state the average daily net assets of the Fund for the period in which it is repaid; provided, however, that upon termination of this Agreement with respect to any Fund, such Fund shall have no further obligation to repay any such reimbursements. As used in this paragraph, the Trust is subject to an expense guarantee limitationterm "operating expenses" of a Fund for a fiscal year shall mean all expenses of the Fund for such year other than interest, taxes, brokerage commissions (including related SEC fees), blue-sky fees, 12b-1 plan fees and extraordinary expenses. (b) In addition, if in any fiscal year the aggregate expenses of any Portfolio Fund (as defined under the securities regulations of any state having jurisdiction over such Fund) exceed the expense limitations of any such state, Payden/KDS shall reimburse the Fund for such excess expenses to the extent not previously reimbursed pursuant to paragraph (a) of this Section 6. The obligation of Payden/KDS to reimburse any Fund hereunder is limited in any fiscal year exceed to the specified amount of its fee hereunder for such fiscal year with respect to such Fund. Such expense limitation ratios for that year (calculated reimbursement, if any, shall be estimated, reconciled and paid on a daily monthly basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this AgreementPowerShares Capital Management hereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of PowerShares Capital Management an annual advisory fee (“Advisory Fee”) calculated based on average daily net assets equal to the amounts set forth on Schedule A, attached hereto. Each Fund is responsible for its own expenses, including, but not limited to, investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses incurred in Schedule A attached hereto calculated connection with the execution of portfolio securities transactions on behalf of such Fund; expenses incurred in accordance connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act; litigation expenses; fees and salaries payable to the Trust’s Board members and officers who are not “interested persons” of the Trust or PowerShares Capital Management; all expenses incurred in connection with the Board members’ services, including travel expenses and legal fees of counsel for those members of the Board who are not “interested persons” of the Trust and extraordinary expenses. (b) The Advisory Fee shall be computed and accrued daily based on the average daily net assets of each Fund and paid monthly to PowerShares Capital Management on or before the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess first business day of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedsucceeding calendar month. (bc) Upon any termination of If this Agreement on a day other than becomes effective or terminates before the last day end of the any month, the fee for the period from the beginning effective date to the end of the month in which termination occurs or from the beginning of such month to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. (d) For the services provided and the expenses assumed pursuant to this Agreement with respect each Fund listed on Schedule A attached hereto, as it may be amended from time to time, the Trust will pay to PowerShares Capital Management from the assets of such Fund a fee in an amount to be agreed upon between the parties and set forth in Schedule A, attached hereto.

Compensation. (a) As compensation for For the services performed and the facilities and personnel to be provided by the Adviser under this AgreementPowerShares Capital Management hereunder with respect to each Fund, the Trust will shall pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of PowerShares Capital Management an annual advisory fee ("ADVISORY FEE") calculated based on average daily net assets equal to the amounts set forth on Schedule A, attached hereto. Each Fund is responsible for its own expenses, including, but not limited to, investment advisory fees, costs of transfer agency, custody, fund administration, legal, audit and other services, interest, taxes, brokerage commissions and other expenses incurred in connection with the execution of portfolio securities transactions on behalf of such Fund; expenses incurred in connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act; licensing fees related to the use of the Fund's benchmark index; litigation expenses; fees and salaries payable to the Trust's Board members and officers who are not "interested persons" of the Trust or PowerShares Capital Management; all expenses incurred in connection with the Board members' services, including travel expenses and legal fees of counsel for those members of the Board who are not "interested persons" of the Trust and extraordinary expenses. PowerShares Capital Management hereby agrees to waive the Advisory Fee and/or pay expenses as set forth on Schedule A B attached hereto calculated in accordance with hereto. (b) The Advisory Fee shall be computed and accrued daily based on the average daily net assets of each Fund and paid monthly to PowerShares Capital Management on or before the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess first business day of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedsucceeding calendar month. (bc) Upon any termination of If this Agreement on a day other than becomes effective or terminates before the last day end of the any month, the fee for the period from the beginning effective date to the end of the month in which termination occurs or from the beginning of such month to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs. (d) For the services provided and the expenses assumed pursuant to this Agreement with respect each Fund listed on Schedule A attached hereto, as it may be amended from time to time, the Trust will pay to PowerShares Capital Management from the assets of such Fund a fee in an amount to be agreed upon between the parties and set forth in Schedule A, attached hereto.

Compensation. (a) This is a Cost Plus Fixed Fee Term Agreement. The STATE has evaluated and selected the CONSULTANT based on its ability to perform a maximum of $max ceiling worth of engineering services during the term of this Agreement. As compensation for services performed and of the facilities and personnel provided by date of this Agreement, $start up amount of the Adviser $max ceiling maximum total has been appropriated to accomplish work under this Agreement. Under no circumstance will the STATE issue individual project assignments that cumulatively exceed $start up amount in value unless and until additional funds sufficient to fully cover the work of each subsequent assignment have been appropriated or otherwise made available. The CONSULTANT agrees that all funds are subject to appropriations and the availability of funds. No more than $1,000,000 can be expended on an individual project involving Construction Inspection Services. This can be accomplished either in one task order or in multiple task orders not to exceed $1,000,000 for an individual project. In addition to this limit on total compensation, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts limitations set forth in Schedule A attached hereto calculated any Task Order and the limitations set forth below on specific categories of costs shall also apply. The STATE will make payment for properly prepared invoices if the Fixed Fee amounts for the CONSULTANT and Subconsultants are correct and the total costs are within the base agreement ceiling and the ceiling on any Task Orders. Invoices will not be rejected if cumulative costs exceed various line item cost ceilings such as direct salary, direct expenses, overhead, or individual sub-consultant ceilings. Any ▇▇▇▇▇▇▇▇ in accordance with excess of allowable fee will be reduced to the average daily net assets current allowable ceiling amount. Monthly invoices must detail actual costs versus budgeted for each of the indicated Portfoliocontract line items. To This Agreement does not create for the extent required CONSULTANT the right to provide any services other than those specifically authorized in Part IV.A. The STATE reserves the right to perform any services for a Task Order with its own forces or to contract with other parties for performance of said services. 1. Allowable direct costs are those costs incurred by the laws CONSULTANT solely for the work and services set forth in subparagraph 3(a) and (b) and in subparagraph 4(a) below and not identified as unallowable. Allowable indirect costs are those costs (i.e., payroll burden, general overhead and administrative costs) of any state the CONSULTANT set forth in subparagraph 3(c) below which are not identified solely with one agreement, but are rather, company‑wide or attributable to more than one agreement of the Trust is subject to an expense guarantee limitationCONSULTANT, and are not identified as unallowable. Costs incurred in preparing proposals for this Agreement and modifications, if any, shall be treated as allowable indirect costs. Unallowable costs are those costs identified in the aggregate expenses Agreement as unallowable or non-reimbursable; costs identified as unallowable or non-reimbursable by New Jersey Department of any Portfolio Transportation policies and practices pertinent to agreement compensation; and costs identified as unallowable or non-reimbursable in FAR (Federal Acquisition Regulations Subpart 31.2 ‑ Contracts with Commercial Organizations (48 C.F.R. 31.201 et. seq.). If costs are identified as unallowable or non-reimbursable in any fiscal year exceed one of the categories specified expense limitation ratios in the previous sentence, they shall be considered unallowable costs. The STATE shall reimburse the CONSULTANT upon receipt of properly prepared monthly invoices for that year (calculated on a daily basis), the Adviser agrees to waive such portion those portions of its advisory fee allowable direct labor and indirect costs on each Task Order. The STATE shall reimburse the CONSULTANT for the following allowable direct salary, direct salary premium, and overhead costs: Actual wages earned by partners and principals while performing technical work on the Project and actual wages paid to employees for work on the Project as authorized by the STATE. A certified salary schedule shall be attached to the agreement cost proposal and shall list all employees of the CONSULTANT and any subconsultants separately, who will perform technical functions on the project, stating their names, titles, ASCE or NICET grades, and hourly wage rates as of the selection date posted on the Professional Services website. The STATE will not make payment for the costs of services performed by any individual unless the STATE has authorized the individual to perform the service. The STATE will make payment for authorized individuals only at wage rates approved by the STATE’s Coordinator. The STATE will not reimburse the CONSULTANT for costs for wage rates in excess of the limitationamount authorized by the STATE. If a Task Order cost proposal provides for salary escalation, but costs for salary escalation are intended solely to provide funding as a contingency in the budget for the Task Order, and it does not create the right to any salary escalation during the performance of the Task Order. With the Task Order cost proposal, the CONSULTANT shall submit to the STATE the CONSULTANT’s salary review policy, detailing when individuals are scheduled for salary review. The CONSULTANT shall submit requests for salary adjustment of employees assigned to the agreement to the STATE’s Coordinator for approval. The STATE will approve salary increases for all ASCE and NICET grades up to 3% per annum. The CONSULTANT shall provide a current certified salary schedule with a cost proposal when a Task is requested. All of the provisions of 3.a.i – iv noted above shall apply to direct salary costs for Consultant Agreement Modifications and Consultant Agreement Addenda. If a change in personnel or a Modification to a Task Order results in a change in function of an individual working under the Agreement, the restrictions of 3.a.iv will not apply, and the CONSULTANT and the STATE’s Coordinator shall negotiate a salary rate for that function. The STATE may request special documentation of any wage rate or individual job function at any time it deems necessary for the duration of the Agreement. A premium of up to one‑half (1/2) of straight‑time hourly wage rates for overtime hours authorized by the STATE, when such waiver overtime is, in fact, paid by the CONSULTANT. An audited percentage of allowable direct salary costs incurred at the approved interim overhead rate. For interim billing purposes, the STATE shall pay the CONSULTANT, known as consultant name here, write out overhead rate here (e.g. one hundred sixty five percent) (XXX%), of allowable straight‑time hourly wage incurred. The final overhead rates for each year will be determined by Audit and subject to adjustment, increase or decrease, based on actual cost. If out-of-state travel is directed, actual wages paid to employees for travel time to fabrication facilities and return, except no reimbursement will be made for the first one-half hour of travel time in each direction. The final overhead rates for each year will be determined by Audit and subject to adjustment, increase or decrease, based on the actual cost. The audited percentage for allowable indirect costs will be the ratio of allowable payroll burden and general and administrative costs to the total allowable direct salary costs (excluding premium portion of overtime) of the CONSULTANT. This audited percentage will be developed on an annual basis using the CONSULTANT's fiscal year. The STATE shall reimburse the CONSULTANT for the following allowable direct expenses: Costs incurred for the following itemized expenses as authorized by the STATE which are directly chargeable to the Task, and not normally provided as part of overhead. i. Travel reimbursement using CONSULTANT employee owned or leased vehicles at a mileage rate approved by the STATE. The rates approved by the STATE for “Use of non-consultant owned vehicles at a mileage rate approved by the State which will be at the actual company reimbursement rate allowed or at the mileage rate limitation noted in the current Federal Travel Regulation, whichever is lesser, exclusive of commutation. Rental of non-consultant owned vehicles must be at a rental rate approved by the State, exclusive of commutation." The Current Federal Travel Regulation mileage limitations are at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/mileage. For in-state travel, if the STATE assigns a CONSULTANT employee to an official station (e.g. to a project field office, project site or a STATE facility) travel reimbursement will not be made for commutation to or from the official station. If the STATE does not assign the CONSULTANT employee to an official station, and the STATE direct the CONSULTANT employee to travel to a temporary location (e.g. to materials plant facilities), travel reimbursement will include travel to the temporary location, except no reimbursement will be made for the first 16 miles in each direction. For CONSULTANT employees who are not regularly assigned to the project (e.g. Project Manager, Scheduling Analysts), if they are required to attend project related meetings, travel reimbursement will include the lesser of actual distance traveled to the project site or the distance from the CONSULTANT’s office to the project site and return. For travel to fabrication facilities outside the State, travel reimbursement will include travel to fabrication facilities and return. If lodging out-of-state is required, travel reimbursement for commutation to the fabrication facility and return to the lodging location, except no reimbursement will be made for the first 16 miles in each direction. If travel out-of-state is required for extended durations, travel reimbursement for a CONSULTANT employee’s trip home and return to the fabrication facility will be allowed once per month. If travel out-of-state is required, costs for meals and lodging at rates approved by the STATE, not to exceed actual cost. Rates approved by the STATE will be consistent with the current Federal Travel Regulation Per Diem Rates available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Expendable materials and equipment rental, as approved by the STATE. Vendor invoiced prints, reproductions, renderings, and acquisition of documents as approved by the STATE. Costs for relocation expenses as allowable in FAR (Federal Acquisition Regulations, Subpart 31.205-35) for work assignment locations outside the State of New Jersey for preauthorized consultant personnel subject to the following restrictions: Amounts to be reimbursed shall not exceed the full Employee’s actual expenses and shall not exceed a total amount of $12,000.00 for any individual Employee. If relocation costs for an employee have been allowed, and the advisory fee employee resigns prior to the completion of the need employee’s services, the CONSULTANT shall refund or credit to the STATE all relocation costs paid for such year except as may be elected by Adviser in its discretionthat employee. For this purposeIf, aggregate expenses during the duration of a Portfolio shall include Task Order, the compensation CONSULTANT determines that the costs for a Task Order associated with any of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates cost categories set forth in Part II.A.3.a - d or Part II.A.4.a will be less than the current prospectus category limitations contained therein, the CONSULTANT may ask the STATE to transfer the excess monies to one of the Trust and, on days on which other categories to cover the net assets are not so determined, cost of additional work or anticipated overages within the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day scope of the month, Task Order. The CONSULTANT must provide the fee STATE with a complete written justification for the period transfer and gain approval from the beginning STATE before performing the proposed additional work or before incurring costs in excess of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full montha category limitation.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser its performance of its obligations as Collateral Manager under this Agreement, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) a fee (the “Collateral Management Fee”). The Collateral Management Fee shall be payable on each Payment Date to the extent of the indicated Portfoliofunds available for such purpose in accordance with the Priority of Payments. The Collateral Management Fee is payable to the Collateral Manager in arrears, on each Payment Date (prorated for the related Interest Accrual Period) in an amount equal to 0.35%, per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager pursuant to this Section 8 no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available. To the extent required the Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees to waive such unpaid portion of its advisory fee the Collateral Management Fee due on such Payment Date (the “Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in excess accordance with the Priority of Payments. Interest on Collateral Management Fee Shortfall Amounts shall accrue at the Prime Rate for the period beginning on the first Payment Date on which the related Collateral Management Fee was due (and not paid) through the Payment Date on which such Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the limitationCollateral Manager, but by written notice to the Trustee and the Collateral Administrator, no later than the Determination Date immediately prior to such waiver shall not exceed the full amount Payment Date, on each Payment Date, (i) all or a portion of the advisory fee for Collateral Management Fees or the Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such year except as Payment Date may be elected by Adviser in its discretion. For this purposedeferred for payment on a subsequent Payment Date, aggregate expenses of without interest (the “Current Deferred Management Fee”) and (ii) all or a Portfolio shall include the compensation portion of the Adviser previously deferred Collateral Management Fees or Collateral Management Fee Shortfall Amounts (including accrued interest prior to the Payment Date on which the payment of such Collateral Management Fee Shortfall Amount was deferred by the Collateral Manager) (collectively, the “Cumulative Deferred Management Fee”) may be declared due and all normal expenses, fees payable (to the extent there are sufficient Interest Proceeds and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Principal Proceeds therefor). At such time as the Secured Notes are redeemed in connection with an Optional Redemption, a Tax Redemption or Clean-Up Call Redemption without duplication, all accrued and unpaid Collateral Management Fees, Current Deferred Management Fees, Collateral Management Fee Shortfall Amounts (including accrued interest) and Cumulative Deferred Management Fees (the distribution of Trust shares, “Aggregate Collateral Management Fee”) shall be due and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser payable to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fee payable to the Collateral Manager on any Payment Date, notwithstanding that the Collateral Manager may be entitled to such Collateral Management Fee. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Issuer, the Trustee and the Collateral Administrator no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fee may also be made by written standing instructions to the Trustee and the Collateral Administrator; provided that such standing instructions may be rescinded by the Collateral Manager at any time. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement notwithstanding that the Collateral Manager will not have received amounts due to it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the Collateral Manager resigns or is removed, (i) any Collateral Management Fees calculated as provided in Section 8(a) shall be prorated for any partial period elapsing from the last Payment Date on a day which such Collateral Manager received the Collateral Management Fee to the effective date of such termination, resignation or removal and (ii) any unpaid Cumulative Deferred Management Fees and Collateral Management Fee Shortfall Amounts (including related interest) shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full; provided, however, that, notwithstanding the foregoing or any other provision contained herein, in the event the Collateral Manager’s services terminate other than by reason of an involuntary termination not for cause, then the last day of the month, the fee for the period from the beginning of the month in which termination occurs terminating Collateral Manager shall not be entitled to any deferred Collateral Management Fee on any Payment Date following the date of termination such termination. Otherwise, such Collateral Manager shall not be entitled to any further compensation hereunder for further services but shall be prorated according entitled to receive any expense reimbursement accrued to the proportion which effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under Section 10. Any Aggregate Collateral Management Fee expense reimbursement and indemnities owed to such period bears Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the full monthPriority of Payments.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser its performance of its obligations as Collateral Manager under this Agreement, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) a fee (the “Collateral Management Fee”). The Collateral Management Fee shall be payable on each Payment Date to the extent of the indicated Portfoliofunds available for such purpose in accordance with the Priority of Payments. The Collateral Management Fee is payable to the Collateral Manager in arrears, on each Payment Date (prorated for the related Interest Accrual Period) in an amount equal to 0.35%, per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager pursuant to this Section 8 no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available. To the extent required the Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees to waive such unpaid portion of its advisory fee the Collateral Management Fee due on such Payment Date (the “Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in excess accordance with the Priority of Payments. Interest on Collateral Management Fee Shortfall Amounts shall accrue at the Prime Rate for the period beginning on the first Payment Date on which the related Collateral Management Fee was due (and not paid) through the Payment Date on which such Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the limitationCollateral Manager, but by written notice to the Collateral Trustee and the Collateral Administrator, no later than the Determination Date immediately prior to such waiver shall not exceed the full amount Payment Date, on each Payment Date, (i) all or a portion of the advisory fee for Collateral Management Fees or the Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such year except as Payment Date may be elected by Adviser in its discretion. For this purposedeferred for payment on a subsequent Payment Date, aggregate expenses of without interest (the “Current Deferred Management Fee”) and (ii) all or a Portfolio shall include the compensation portion of the Adviser previously deferred Collateral Management Fees or Collateral Management Fee Shortfall Amounts (including accrued interest prior to the Payment Date on which the payment of such Collateral Management Fee Shortfall Amount was deferred by the Collateral Manager) (collectively, the “Cumulative Deferred Management Fee”) may be declared due and all normal expenses, fees payable (to the extent there are sufficient Interest Proceeds and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Principal Proceeds therefor). At such time as the Secured Debt is redeemed or repaid in connection with an Optional Redemption, a Tax Redemption or Clean-Up Call Redemption without duplication, all accrued and unpaid Collateral Management Fees, Current Deferred Management Fees, Collateral Management Fee Shortfall Amounts (including accrued interest) and Cumulative Deferred Management Fees (the distribution of Trust shares, “Aggregate Collateral Management Fee”) shall be due and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser payable to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fee payable to the Collateral Manager on any Payment Date, notwithstanding that the Collateral Manager may be entitled to such Collateral Management Fee. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Issuer, the Collateral Trustee, the Collateral Administrator and the Loan Agent no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fee may also be made by written standing instructions to the Collateral Trustee, the Collateral Administrator and the Loan Agent; provided that such standing instructions may be rescinded by the Collateral Manager at any time. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement notwithstanding that the Collateral Manager will not have received amounts due to it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the Collateral Manager resigns or is removed, (i) any Collateral Management Fees calculated as provided in Section 8(a) shall be prorated for any partial period elapsing from the last Payment Date on a day which such Collateral Manager received the Collateral Management Fee to the effective date of such termination, resignation or removal and (ii) any unpaid Cumulative Deferred Management Fees and Collateral Management Fee Shortfall Amounts (including related interest) shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full; provided, however, that, notwithstanding the foregoing or any other provision contained herein, in the event the Collateral Manager’s services terminate other than by reason of an involuntary termination not for cause, then the last day of the month, the fee for the period from the beginning of the month in which termination occurs terminating Collateral Manager shall not be entitled to any deferred Collateral Management Fee on any Payment Date following the date of termination such termination. Otherwise, such Collateral Manager shall not be entitled to any further compensation hereunder for further services but shall be prorated according entitled to receive any expense reimbursement accrued to the proportion which effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under Section 10. Any Aggregate Collateral Management Fee expense reimbursement and indemnities owed to such period bears Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the full monthPriority of Payments.

Compensation. (a) As compensation for For the services performed and the facilities and personnel provided by the Adviser rendered under this Agreement, the Trust will Company shall pay the Management Fee to the Adviser, promptly after the end of each month Manager. The Manager will not receive any Management Fees for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser period prior to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedEffective Date. (b) Upon any termination of The parties acknowledge that the Management Fee is intended in part to compensate the Manager for the costs and expenses (other than reimbursable costs and expenses) the Manager will incur hereunder, as well as certain expenses not otherwise reimbursable under Section 7 below, in order for the Manager to provide the Company the management services and certain general administrative services rendered under this Agreement. A management fee paid by the Manager under a sub-management agreement (if any) shall not constitute an expense reimbursable by the Company under this Agreement or otherwise unless otherwise approved by the Board. (c) The Management Fee payable in any monthly period shall be reduced by an amount equal to any Other Fees allocable to Investor Shares incurred by the Company, a Subsidiary or a prospective portfolio company during the immediately preceding monthly period, as reduced by any Broken Deal Expenses previously incurred (but only to the extent such Broken Deal Expenses have not already been netted against Other Fees or reimbursed by third parties or the Company). To the extent that the amount of Broken Deal Expenses allocable to Investor Shares incurred during a period exceeds the amount of Other Fees allocable to Investor Shares received during such period, the Manager may, in its sole discretion, apply such excess amount of Broken Deal Expenses against Other Fees (as described in the preceding sentence) in subsequent periods or seek direct reimbursement of such amounts from the Company as a Company Expense. In the event that the amount of fee reduction referred to in the preceding sentences exceeds the Management Fee for such monthly period, such excess shall be carried forward to reduce the Management Fee payable in following monthly periods. To the extent such excess fee reduction remains unapplied upon the Company’s final distribution of assets, the Manager or an Affiliate thereof shall retain such unapplied amount. For the avoidance of doubt, Service Costs, asset leasing fees, Loan Servicing Fees and Regulated Broker-Dealer Fees do not constitute Other Fees. (d) The Management Fee shall be payable in arrears in cash or Class T Shares of the Company, in monthly installments commencing with the month in which the Effective Date occurs. If applicable, the initial and final installments of the Management Fee shall be pro-rated based on a day other than the number of days during the initial and final month, respectively, that this Agreement is in effect. The Manager shall calculate each monthly installment of the Management Fee, and deliver such calculation to the Company, within thirty (30) days following the last day of each calendar month. (e) The Company shall make any payments due hereunder to the monthManager or, if the fee for Manager directs, to an Affiliate of the period from Manager. The Manager may elect to receive all or a portion of the Management Fee in Class T Shares of the Company in lieu of cash as follows: (i) At the beginning of each fee calculation period, the month Manager will notify the Company of its election to receive any Management Fees for such payment period in which termination occurs cash, Class T Shares or a combination of cash and Class T Shares. (ii) The number of Class T Shares that the Manager will receive will be equal to the date quotient of termination shall be prorated according (x) the sum of the cash value of Management Fees elected by the Manager for payment in Class T Shares and (y) the then-current price of the Company’s Class T Shares when such fees become due. (f) If the Manager elects to receive any portion of its Management Fee in Class T Shares of the Company, the Manager may elect to submit those shares for repurchase pursuant to the proportion which such period bears Company’s Share Repurchase Plan. Class T Shares of the Company obtained by the Manager will be subject to the full monthrepurchase limits of the Share Repurchase Plan. Any Class T Shares received by the Manager are not subject to the Early Repurchase Fee.

Compensation. (a) As compensation On each Payment Date, the Collateral Manager shall be entitled to receive, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this AgreementAgreement over the related Due Period, a fee payable in arrears equal to an aggregate 0.35% per annum on the Aggregate Principal Amount of the Collateral Portfolio (such fee, the Trust will pay to the Adviser“Collateral Management Fee”), promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum measured as of the amounts set forth in Schedule A attached hereto calculated beginning of the Due Period preceding such Payment Date and payable in accordance with the average daily net assets Priority of Payments as described in Article XI of the indicated PortfolioIndenture on each such Payment Date. To The Collateral Management Fee shall be computed on the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses basis of a Portfolio shall include calendar year consisting of 360-days and the compensation actual number of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedelapsed. (b) Upon any termination of If this Agreement is terminated pursuant to Section 12 or 13 or otherwise, any accrued and unpaid Collateral Management Fee will immediately become due and payable in accordance with the Priority of Payments on a day other than the last day next Payment Date to the outgoing Collateral Manager; provided, that the accrued and unpaid Collateral Management Fee with respect to the Due Period in which this Agreement is terminated will be payable to the outgoing Collateral Manager and the successor Collateral Manager pro rata based on the number of days each served in such capacity during the Due Period in which this Agreement is terminated; provided, further, that any accrued and unpaid Collateral Management Fee accrued prior to the Due Period in which this Agreement is terminated, including any Collateral Management Fees deferred pursuant to Section 8(c), shall be payable solely to the outgoing Collateral Manager. (c) If on any Payment Date there are insufficient funds to pay any Collateral Management Fee then due in full in accordance with the Priority of Payments, or if on or prior to any Payment Date the Collateral Manager elects (by delivering notice of such election to the Trustee and the Collateral Administrator) to defer all or any portion of the monthCollateral Management Fee due or to become due on such Payment Date, the fee amount not so paid or elected to be deferred shall be deferred and shall be payable on the first succeeding Payment Date on which any funds are available therefor in accordance with the Priority of Payments, unless deferred again. The Collateral Manager shall have the right, at its sole option, to waive all or a portion of any accrued and unpaid Collateral Management Fee at any time by delivering notice thereof to the Trustee, and directing the Trustee to apply such amounts as Interest Proceeds or as Principal Proceeds for application in accordance with the period from Priority of Payments. (d) The Collateral Manager shall be responsible for all expenses incurred in the beginning performance of its obligations under this Agreement; provided, that the following shall be reimbursed by the Issuer in accordance with the Indenture: (i) the fees and disbursements of the month in which termination occurs Collateral Manager and its counsel with respect to the date offering and sale of termination shall be prorated according the Class A Notes, (ii) the expenses of employing outside lawyers or consultants in connection with the restructuring of any Collateral Obligation, (iii) the fees payable to Virtus Group, LP, as Collateral Administrator under the proportion which such period bears Collateral Administration Agreement, (iv) the fees and expenses of employing outside lawyers to provide advice with respect to any provisions of the full monthIndenture or this Agreement, including any amendment or waiver thereto or hereto, (v) the reasonable expenses of exercising observation rights (including through a representative) pursuant to Section 18, and (vi) the expenses of Independent accountants of the Issuer.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit D, which compensation shall be paid by the Adviser under this Agreement, Target Holders out of the Trust will pay to the Adviser, promptly after the end of each month Escrow Cash). The fee agreed upon for the services rendered hereunder is intended as annual compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the Adviser during event that the preceding monthconditions for the disbursement of the Escrow Property under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the sum of Escrow Agent in its sole discretion may charge interest on such amount up to the amounts set forth in Schedule A attached hereto calculated in accordance highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the average daily net assets of the indicated Portfolio. To the extent required by the laws interests of any state in which other persons or entities and is hereby granted the Trust is subject right to an expense guarantee limitationset off and deduct any unpaid fees, if non-reimbursed expenses and unsatisfied indemnification rights from the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiosEscrow Property. The Adviser’s fee terms of this paragraph shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any survive termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthAgreement.

Compensation. (a) As The compensation for services performed to be received under this Agreement is no greater than the compensation received under the previous contract between the Sub-Adviser and the facilities Manager. For the services provided and personnel provided by the Adviser under expenses assumed with respect to a Fund pursuant to this Agreement, the Trust will Manager agrees to pay the Sub-Adviser a monthly fee equal to 40% of the monthly management fee rate that the Fund is obligated to pay the Manager under its Management Agreement with the Manager. If in any fiscal year the aggregate expenses of the Fund exceed any applicable expense limitation, and the Manager waives all or a portion of its management fee or reimburses the Fund for expenses to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding monthextent required to satisfy such limitation, the sum fee paid to the Sub-Adviser will be reduced by 40% of the amounts set forth in Schedule A attached hereto calculated in accordance with amount of such waivers or reimbursements. If the average daily net assets Sub-Adviser reduces its fees to reflect such waivers or reimbursements and the Manager subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Adviser shall be entitled to receive from the Manager a proportionate share of the indicated Portfolioamount recovered. To the extent that waivers and reimbursements by the Manager required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee limitations are in excess of the limitationManager's management fee, the fee paid to the Sub-Adviser will be reduced to zero for that month, but such waiver in no event shall not exceed the full amount of the advisory fee for such year except as may Sub-Adviser be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees required to reimburse the Adviser Manager for any expenses waived, provided that all or a portion of such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiosexcess reimbursements. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of If this Agreement on a day other than is terminated prior to the last day end of the any calendar month, the fee shall be prorated for the period from the beginning portion of the any month in which termination occurs to the date of termination shall be prorated this Agreement is in effect according to the proportion which such period the number of calendar days, during which this Agreement is in effect, bears to the full number of calendar days in the month, and shall be payable within 10 days after the date of termination. The compensation earned under this Agreement will be held in an interest-bearing escrow account with the Trust’s custodian or a bank. If a majority of the Trust’s outstanding voting securities approve a contract with the Sub-Adviser by the end of the 150-day period of duration of this Agreement, the amount in the escrow account, including interest earned, will be paid to the Sub-Adviser. If a majority of the Trust’s outstanding voting securities do not approve a contract with the Sub-Adviser, the Sub-Adviser will be paid, out of the escrow account, the lesser of: any costs incurred in performing this Agreement (plus interest earned on that amount while in escrow); or the total amount in the escrow account (plus interest earned).

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month ANTs. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated, at a rate determined in good faith by the Adviser during Parties, for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the preceding monthEscrow Agent hereunder is not paid within thirty (30) days of the date due, the sum of Escrow Agent in its sole discretion may charge interest on such amount up to the amounts set forth in Schedule A attached hereto calculated in accordance highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the average daily net assets of the indicated Portfolio. To the extent required by the laws interests of any state in which other persons or entities and is hereby granted the Trust is subject right to an expense guarantee limitationset off and deduct any unpaid fees, if the aggregate non-reimbursed expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period unsatisfied indemnification rights from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Property.

Compensation. (a) As compensation On December 30, 2005 and in consideration for services performed the Consultant executing the General Release attached hereto as Exhibit A in a timely manner so that it is effective and irrevocable prior to the facilities and personnel provided by the Adviser under this Agreementdate of such payment, the Trust will Cornerstone or Cornerstone Bank shall pay to the AdviserConsultant a lump sum cash amount equal to $868,141, promptly after the end of each month for the services rendered by the Adviser during the preceding monthminus applicable withholding, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for so that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined payment is included in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedConsultant’s taxable income for 2005. (b) Upon any termination of this Agreement on a day other than the last day In consideration of the month, the fee for the period from the beginning obligations and commitments of the month Consultant under this Agreement, including the execution of the General Release attached hereto as Exhibit A by the Consultant in which termination occurs a timely manner so that such release is effective and irrevocable prior to the date of the payment pursuant to Section 5(a) hereof, NewAlliance or NewAlliance Bank shall pay to the Consultant an amount equal to $16,666.67 per month on the last business day of each month during the Consulting Period. (c) During the Consulting Period and for a period of thirty-six months following the expiration or termination of the Consultant Period, NewAlliance or NewAlliance Bank shall provide medical, dental, life and accidental death and dismemberment coverage to the Consultant under the policies offered by NewAlliance and NewAlliance Bank to their employees, on the same terms and conditions as if the Consultant was an employee of NewAlliance Bank, with the Consultant responsible for paying the employee share of any premiums, copayments or deductibles and with the accident, disability and life insurance coverage subject to the maximum coverage limits in the current policies of Cornerstone Bank. For purposes of determining eligibility under such plans, the Consultant shall be prorated according credited with his service as a Cornerstone Bank employee and shall not be subject to any pre-existing condition limitation for conditions covered under such plans. In addition, each such plan which provides health insurance benefits shall honor any deductible and out-of-pocket expenses incurred by the Consultant under any comparable Cornerstone Bank plan for the plan year in which the Effective Time occurs. (d) Notwithstanding anything contained herein to the proportion which such period bears contrary, NewAlliance or NewAlliance Bank shall pay to the full monthConsultant his vested benefits under the Salary Continuation Agreement between the Consultant and Cornerstone Bank adopted on or about June 7, 2002 and effective as of April 1, 2002 (the “SERP Agreement”), with the benefits to be paid in the amounts and at the times set forth in the SERP Agreement, provided that none of the events specified in Article 5 of the SERP Agreement have occurred. NewAlliance and NewAlliance Bank agree that Cornerstone Bank and the Executive may amend the SERP if deemed necessary to bring it into compliance with Section 409A of the Code, provided that NewAlliance and its counsel shall have an appropriate opportunity to review and comment on such amendment prior to its adoption. Provided that the Consultant consents to any amendment to the SERP Agreement that may be deemed necessary or appropriate by NewAlliance or NewAlliance Bank to comply with Section 409A of the Code, NewAlliance and NewAlliance Bank agree not to take any action, without the prior written consent of the Consultant, that would result in any penalty tax or interest being owed by the Consultant under Section 409A(a)(1)(B) of the Code with respect to the Consultant’s benefits under the SERP Agreement.

Compensation. (a) A. Franchise Fee [NOTE: FEDERAL LAW CAPS FRANCHISE FEES AT FIVE PERCENT OF GROSS REVENUES, THOUGH SOME CITIES MAY CHOOSE TO CHARGE LESS THAN THE FIVE PERCENT CAP. THEREFORE, CITIES SHOULD CROSS REFERENCE OTHER CABLE FRANCHISES BEFORE DETERMINING THE FRANCHISE FEE. CABLE OPERATORS SHOULD BE TREATED SIMILARLY IF THEY ARE SIMILARLY SITUATED.] As compensation for services performed the Franchise to be granted, and in consideration of permission to use the facilities Streets and personnel provided by Public Ways of the Adviser under this AgreementGrantor for the construction, operation, and maintenance of a Cable System providing Cable Services, within the Franchise Area and to defray the costs of Franchise regulation, the Trust Grantee will pay to the Adviser, promptly after the end Grantor an amount equal to percent ( %) of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expensesGross Revenues. In the event any amounts are so contributed by law or valid rule or regulation applicable to this Franchise limits franchise fees below or above the Adviser five percent (5%) of Gross Revenues required herein, the Grantee agrees to and will pay the maximum permissible amount and, if such law or valid rule or regulation is later repealed or amended to limit a higher or lower permissible amount, then Grantee will pay the higher or lower amount up to the Trust, maximum allowable by law. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ agree that the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s sum of Franchise fee shall be accrued daily at 1/365th of the applicable annual rate and additional commitment set forth aboveelsewhere in this Franchise may total more than five percent (5%) of Grantee’s Gross Revenue in any twelve (12) month period. For If allowed under Federal Law and with written 60 (sixty) day notice to Grantor, Grantee may offset or deduct the purpose amount allowed by law from Grantee’s payment of accruing compensationfranchise fees. ▇▇▇▇▇▇▇’s notice to Grantor will provide Grantor detailed and specific information on amounts claimed as credits or offsets. Within thirty (30) days of a request from Grantor, the net assets Grantee will make available an up-to-date list of the Portfolio shall be that determined all Affiliates receiving Gross Revenues as such revenues are defined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedthis Franchise. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the Adviser during event that the preceding monthconditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the sum of Escrow Agent in its sole discretion may charge interest on such amount up to the amounts set forth in Schedule A attached hereto calculated in accordance highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the average daily net assets of the indicated Portfolio. To the extent required by the laws interests of any state in which other persons or entities and is hereby granted the Trust is subject right to an expense guarantee limitationset off and deduct any unpaid fees, if the aggregate non-reimbursed expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period unsatisfied indemnification rights from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Property.

Compensation. (a) As compensation Subject to adjustment for services performed cost of living pursuant to subparagraph 3(b) hereof, the Employer shall pay the Employee a salary (the "Salary") at a rate of $183,500 per annum in respect of each Employment Year during the Term, payable in equal installments bi-weekly, or at such other times as may mutually be agreed upon between the Employer and the facilities Employee. (b) Effective as of the first day of the second, third and personnel provided fourth Employment Years of the Term, there shall be made a cost of living adjustment of the Salary payable hereunder. Such adjustment shall be based on the percentage difference between the Price Index (as defined herein) for the first month of each new Employment Year and the Price Index for the Base Month (as defined herein). In the event the Price Index for the first month in any Employment Year calendar year during the Term reflects an increase over the Price Index for the Base Month, then the Salary shall be multiplied by the Adviser under this Agreementpercentage difference between the Price Index for such first month and the Price Index for the Base Month, and the Trust will pay resulting sum shall be added to the AdviserSalary, promptly after effective as of such first month. Such Salary, as adjusted, shall thereafter be payable, in equal bi-weekly installments, until it is readjusted in the end of each month for following Employment Year pursuant to the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expensesterms hereof. In the event any amounts are so contributed by cost of living adjustment is not available as of the Adviser first month of the Employment Year, payments of Salary shall be made on the basis of the preceding Employment Year until the cost of living adjustment is available at which time the bi-weekly installment payment next due shall be computed on the basis of the cost of living adjustment increased as provided hereinabove to retroactively adjust the Trustpayments paid during such Employment Year at the previous Salary, and all subsequent bi-weekly installment payments of the Trust agrees Salary in such Employment Year shall be at the newly adjusted Salary. In no event shall any adjustment pursuant to reimburse the Adviser for any expenses waived, provided that such reimbursement does not this Section result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th a reduction of the applicable annual salary rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthprior period.

Compensation. (a) As compensation for the services performed and which the facilities and personnel Sub-Adviser is to provide or cause to be provided by pursuant to Paragraph 3, with respect to each Fund, the Adviser under this Agreement, the Trust will shall pay to the Sub-Adviser (or cause to be paid by the Trust directly to the Sub-Adviser) a fee, promptly after which shall be accrued daily and paid in arrears on the end first business day of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts at an annual rate set forth in Schedule A attached hereto calculated in accordance with A, as a percentage of the average daily net assets of the indicated PortfolioFund during the preceding month (computed in the manner set forth in the Fund's most recent Prospectus and Statement of Additional Information). To Average daily net assets shall be based upon determinations of net assets made as of the extent required close of business on each business day throughout such month. The fee for any partial month shall be calculated on a proportionate basis, based upon average daily net assets for such partial month. (b) The Sub-Adviser shall have the right, but not the obligation, to voluntarily waive any portion of the sub-advisory fee from time to time. Any such voluntary waiver will be irrevocable and determined in advance of rendering sub-investment advisory services by the laws of any state Sub-Adviser, and shall be in which writing and signed by the Trust is subject to an expense guarantee limitation, if parties hereto. (c) If the aggregate expenses of any Portfolio incurred by, or allocated to, each Fund in any fiscal year shall exceed the specified lowest expense limitation ratios for that year (calculated on a daily basis)limitation, if applicable to such Fund, imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Sub-Adviser agrees shall reduce its investment advisory fee, but not below zero, to waive such portion the extent of its advisory fee in share of such excess of expenses; provided, however, there shall be excluded from such expenses the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude any interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation expenses. In the event costs and any amounts are so contributed indemnification related thereto) paid or payable by the Adviser Fund. Such reduction, if any, shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expense limitation applicable to the Trust, Fund as at the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th end of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets last business day of the Portfolio shall month. Should two or more of such expense limitations be that determined in applicable at the manner and on the dates set forth in the current prospectus end of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last business day of the month, that expense limitation which results in the largest reduction in the Sub-Adviser's fee shall be applicable. For the purposes of this paragraph, the Sub-Adviser's share of any excess expenses shall be computed by multiplying such excess expenses by a fraction, the numerator of which is the amount of the investment advisory fee which would otherwise be payable to the Sub-Adviser for such fiscal year were it not for this subsection 5(b) and the denominator of which is the sum of all investment advisory and administrative fees which would otherwise be payable by the Fund were it not for the period from expense limitation provisions of any investment advisory or administrative agreement to which the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthFund is a party.

Compensation. (a) As a. You will be paid a fixed fee of US$160,000 per fiscal year, as compensation for services performed as a member of the Board (the “Board Service Fee”). The Board Service Fee shall be payable in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred (beginning with the fiscal quarter during which your Board service commences), and prorated for any partial quarters served. As additional consideration for services performed as the Chairman of the Board, you will be eligible for a separate fee of up to US$64,000 per fiscal year (the “Board Chair Service Fee”). Whether you receive a Board Chair Service Fee for any given fiscal year, and the facilities amount of any such Board Chair Service Fee, will be determined in the sole discretion of the Board (or the Compensation Committee of the Board), which determination will be based upon the Company’s and personnel provided the Board’s objectives and milestones as established by the Adviser under this AgreementBoard. The Board Chair Service Fee, the Trust if any, will pay be a lump sum payment paid to the Adviser, you promptly after the Board (or the Compensation Committee of the Board) determines the amount of such Board Chair Service Fee following the end of each month for the services rendered by fiscal year to which such fee is applicable, and you must remain the Adviser during the preceding month, the sum Chair of the amounts set forth Board on the date the Board Chair Service Fee is paid in Schedule A attached hereto calculated in accordance with order to be eligible for such fee. Both the average daily net assets Board Service Fee and the Board Chair Service Fee shall be subject to review from time to time at the discretion of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitationBoard, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred including in connection with the distribution of Trust sharesCompany’s preparation for its initial public offering. b. In addition, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed subject to approval by the Adviser Board, you will be granted an initial nonstatutory option to purchase 1,179,122 ordinary shares of the Company (the “Option”). The Option will be governed by a separate option agreement and the Amended and Restated ShouTi Inc. 2019 Equity Incentive Plan, as may be amended (the “Plan”). The exercise price per share will be equal to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th fair market value per share of the applicable annual rate set forth above. For Company’s ordinary shares on the purpose of accruing compensation, the net assets grant date of the Portfolio shall be that Option, as determined in by the manner and on the dates Board. As more fully set forth in your option agreement and the current prospectus Plan, one-third (1/3rd) of the Trust andordinary shares subject to the Option will vest one (1) year after the vesting commencement date, on days on which with the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day balance of the month, the fee for the period from the beginning ordinary shares subject to such Option vesting in a series of the month in which termination occurs twenty-four (24) successive equal monthly installments subject to your continued service to the date of termination shall be prorated according to the proportion which such period bears to the full monthCompany.

Compensation. (a) This is a Cost Plus Fixed Fee Term Agreement. The STATE has evaluated and selected the CONSULTANT based on its ability to perform a maximum of $max ceiling worth of engineering services during the term of this Agreement. As compensation for services performed and of the facilities and personnel provided by date of this Agreement, $start up amount of the Adviser $max ceiling maximum total has been appropriated to accomplish work under this Agreement. Under no circumstance will the STATE issue individual project assignments that cumulatively exceed $start up amount in value unless and until additional funds sufficient to fully cover the work of each subsequent assignment have been appropriated or otherwise made available. The CONSULTANT agrees that all funds are subject to appropriations and the availability of funds. No more than $1,000,000 can be expended on an individual project, inspection, or study. This can be accomplished either in one task order or in multiple task orders not to cumulatively exceed $1,000,000 for an individual project, inspection, or study. In addition to this limit on total compensation, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts limitations set forth in Schedule A attached hereto calculated in accordance with any Task Order and the average daily net assets limitations set forth below on specific categories of the indicated Portfoliocosts shall also apply. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, Properly drawn payment vouchers will be honored if the aggregate expenses of Fixed Fee amounts for the CONSULTANT and Subconsultants are correct and the total costs are within the base agreement ceiling and the ceiling on any Portfolio in any fiscal year Extra Work modifications. Invoices will not be rejected if cumulative costs exceed the specified expense limitation ratios for that year (calculated on a daily basis)various line item cost ceilings such as direct labor, the Adviser agrees to waive such portion of its advisory fee direct expenses, overhead, or individual sub-consultant ceilings. Any ▇▇▇▇▇▇▇▇ in excess of allowable fee will be reduced to the limitation, but such waiver shall not exceed current ceiling amount allowed. Monthly payment vouchers must detail actual costs versus budgeted for each of those contract line items. Progress reports must also accompany the full amount of the advisory fee for such year except as may be elected by Adviser in its discretionmonthly payment vouchers. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses Allowable direct costs are those costs incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to CONSULTANT solely for the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner Project work and on the dates services set forth in the current prospectus subparagraph 4.a.i, ii, and 4.b below and not identified as unallowable. Allowable indirect costs are those costs (i.e., payroll burden, general overhead and administrative costs) of the Trust and, on days on CONSULTANT set forth in subparagraph 4.a.iii below which the net assets are not so determinedidentified solely with one Agreement, but are rather, company‑wide or attributable to more than one Agreement of the net asset computation to be used CONSULTANT, and are not identified as unallowable. Costs incurred in preparing proposals for this Agreement and modifications, if any, shall be treated as determined on the next day on which the net assets shall have been determinedallowable indirect costs. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for services performed ‌ Section 1. Salary Schedule Step Placement and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum Advancement‌ a. An Officer shall be employed at Step A of the amounts set forth in Schedule A attached hereto calculated appropriate salary range in accordance with the average daily net assets POA Salary Schedule in effect as of the indicated PortfolioOfficers date of employment unless the District specifies a step other than Step A. Section 2. Overtime‌ Overtime work must be authorized by the Chief of Police or designated supervisor. The following is the procedure for the uniform distribution of overtime for the divisions of the Campus Police: 1. Overtime shall be awarded to the officer with the lowest hours recorded at time of assignment. 2. When two or more officers have the same number of hours at time of assignment, the officer with the most seniority shall be given first opportunity to work. 3. The overtime and seniority list shall be posted in a conspicuous place. Changes will be recorded on a day-to-day basis. 4. New officers shall be credited with the highest amount of hours charged to any officer on the overtime list. New officers are eligible for overtime at the completion of FTO field training. 5. All overtime hours will return to zero (0) after every second shift rotation. 6. All overtime work assignments where two hours or more notice is given shall be posted and bid by the requirements of this section. All officers shall be contacted (in person/phone) who are not in an approved leave status in order of lowest hours by work location. Officers of the other work location will subsequently be contacted to find a volunteer(s) if necessary. If sufficient volunteers for a mandated overtime work assignment do not come forward, selection will be completed by the requirements of the section. 7. The Department will inform an officer who has been selected to work an overtime assignment by annotating the overtime sign-up sheet. It will be the responsibility of the officer to determine if he/she has been selected to work. 8. For mandated work assignments where one or more officers is required, the least senior officer(s), exclusive or those on an approved leave status, shall be noted on the overtime assignment sheet at the time of posting. The department shall notify the officer who is/are to be mandated to work an overtime assignment in the event insufficient volunteer(s) is/are not found. Mandated overtime assignments will be assigned according to officer duty station (i.e.) ECC Torrance to ECC Torrance, Compton to Compton. 9. Overtime will be approved and assigned based on the date of service and start time of each overtime assignment. Multi-day overtime assignments (bookstore for example) will be assigned as above and not a block. 10. No overtime will be posted for less than three (3) hours in compliance with Section 4 of this article. 11. If overtime is cancelled with less than eight (8) hours notice, the assigned officer will be paid for a minimum of three (3) hours. 12 All overtime hours earned will be accounted for and noted on the El Camino College Police Department Overtime Report. Section 3. Court Guarantee Pay‌ When an off-duty Officer is ordered by an Official Subpoena (as determined by the Chief or his Designee) to be placed on call in court or provide testimony by phone due to a District related incident, the officer may be compensated in the following manner: (a) Minimum of two (2) hours of pay or compensatory time at the officer’s overtime rate of one and one half time his/her regular rate of pay. To the extent required by the laws earn this rate of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)pay, the Adviser agrees to waive such portion officer is in an on- call status of its advisory fee in excess of two hours or less or the limitation, but such waiver shall officer provides telephonic testimony that does not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedtwo hours time. (b) Upon A minimum of three (3) hours of pay or compensatory time at the officer’s overtime rate of one and one half time his/her regular rate of pay. To earn this rate of pay, an officer actually appears in court or location stipulated in the subpoena or summons and/or reports for duty for any termination time he/she is not required to be in court. (c) In an officer’s official subpoena business exceeds these time limits, actual appearance will be paid for hours worked on an overtime rate of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination pay and on-call (no appearance) shall be prorated according to the proportion which such period bears to the full monthpaid at a straight time allowance.

Compensation. For the services provided and the expenses assumed pursuant to this Agreement, Manager will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee equal to 50.0% of the remainder of (a) As compensation for services performed and the facilities and personnel provided investment management fee payable by the Adviser under this Agreement, the Trust will pay Fund to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the Manager based on average daily net assets pursuant to the Management Agreement, less (b) any management fee waivers, expense reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Manager in respect of the indicated PortfolioFund. To The management fee shall accrue on each calendar day, and shall be payable monthly on the extent required first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the laws number of any state days in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal calendar year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationfee, and multiplying this product by the net assets of the Portfolio shall be that Trust, determined in the manner and established by the Board of Trustees, as of the close of business on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next last preceding business day on which the Trust’s net assets asset value was determined. For the month and year in which this Agreement becomes effective or terminates, there shall have been determined. be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively. All portfolio management fee amounts accrued will be held in an interest-bearing escrow account with the Fund’s custodian or some other bank mutually agreeable to the Manager and the Sub-Adviser. The terms of such escrow account shall state that if a majority of the holders of the outstanding voting securities of the Fund: (i) approve the New Sub-Advisory Agreement within 150 days from the date hereof, the amount in escrow (plus interest earned on that amount while in escrow) will be paid to the Sub-Adviser within seven (7) calendar days after such approval; and (ii) do not approve the New Sub-Advisory Agreement, the Sub-Adviser shall be paid, out of the escrow account, the lesser of (a) any costs incurred by the Sub-Adviser in performing this Agreement (plus interest earned on that amount while in escrow), or (b) Upon any termination of this Agreement on a day other than the last day of total amount in the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthescrow account (plus interest earned).

Compensation. (a) As The Escrow Agent will be entitled to compensation for its services performed as stated in the fee schedule attached hereto as Exhibit C, which compensation will be paid one-half by each of Purchaser and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month Seller. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the Adviser during event that (a) the preceding monthconditions for the disbursement of funds under this Agreement are not fulfilled, (b) the Escrow Agent renders any necessary service not contemplated in this Agreement, (c) there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof, or (d) any material controversy arises hereunder or the Escrow Agent is made a party to any litigation pertaining to this Agreement or the subject matter hereof, then, in each case, the sum Escrow Agent will be reasonably compensated for such extraordinary services and reimbursed for all reasonable and documented costs and expenses, including reasonable, out-of-pocket attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event; which compensation and/or reimbursement will be paid one-half by each of Purchaser and Seller. If any amount due to the Escrow Agent hereunder is not paid within thirty days of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)date due, the Adviser agrees to waive Escrow Agent will notify the Parties and if such portion amount is not paid within fifteen Business Days of its advisory fee in excess of such notice, the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as Escrow Agent may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, deduct any unpaid fees and expenses incurred in connection with due to Escrow Agent from the distribution of Trust shares, and extraordinary expenses including litigation expensesEscrow Property. In the event any amounts are so contributed by that the Adviser Escrow Agent has offset such fees and expenses from the Escrow Property, the Party or Parties failing to pay the same directly to the Trust, the Trust agrees to Escrow Agent will promptly reimburse the Adviser Escrow Property for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratiossame. The Adviser’s fee shall be accrued daily at 1/365th Escrow Agent will have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the applicable annual rate right to set forth above. For the purpose of accruing compensationoff and deduct any unpaid fees, the net assets of the Portfolio shall be that determined in the manner non-reimbursed expenses and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period unsatisfied indemnification rights from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Property.

Compensation. (a) As compensation The Custodian shall be compensated for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month for providing the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated this Agreement in accordance with the average daily net fee schedule set forth on Exhibit B hereto (as amended from time to time). The Custodian shall also be compensated for such reasonable and documented miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Custodian in performing its duties hereunder. With respect to any exchange-traded fund series of the Trust operating under a unitary fee structure, the Adviser shall pay all such fees and reimbursable expenses owed to the Custodian under this Agreement. With respect to any mutual fund series of the Trust or exchange-traded fund series of the Trust that does not operate under a unitary fee structure, the Trust, out of the assets of the indicated Portfolioapplicable Fund, shall pay all such fees and reimbursable expenses owed to the Custodian under this Agreement. To Payments made to the extent required by Custodian shall be made within 30 calendar days following receipt of the laws billing notice, except for any fee or expense subject to a good faith dispute. The Trust or the Adviser, as applicable, shall notify the Custodian in writing within 30 calendar days following receipt of any state in which each invoice if the Trust or the Adviser, as applicable is subject to an expense guarantee limitationdisputing any amounts in good faith. The Trust or the Adviser, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive as applicable shall pay such portion of its advisory fee in excess disputed amounts within 10 calendar days of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets parties agree to the amount to be paid. With the exception of any fee or expense the Trust or the Adviser, as applicable, is disputing in good faith as set forth above, unpaid invoices shall have been determined. (b) Upon any termination accrue a finance charge of this Agreement on a day other than 1½% per month after the last day due date. Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the month, the fee for the period from the beginning assets and property of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthparticular Fund involved.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will 2.1. Alutiiq shall pay to the Adviser, promptly after the end of each month Seller for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Supplies and/or Services in accordance with the average daily net assets of the indicated Portfolioprices specified in this Agreement. To the extent required Unless Seller is provided a resale or tax exemption certificate, or as otherwise provided herein, such prices include all applicable international, federal, state and local taxes. Payment will only be made for items or services accepted by the laws of any state in which the Trust is subject Alutiiq that have been delivered to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios destinations. 2.2. Unless otherwise specified in this Agreement, Seller, not more than once a month, will submit to Alutiiq an original invoice for that year (calculated on a daily basis)any amounts payable hereunder for Supplies and/or Services rendered during the prior month. The invoice will be in form and content acceptable to, the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except and as may be elected by Adviser in its discretion. For this purposereasonably specified by, aggregate expenses of Alutiiq and will include, without limitation, a Portfolio shall include the compensation detailed description of the Adviser and all normal expensesSupplies and/or Services performed, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred the time spent by Seller in connection with the distribution performance of Trust sharesthe Supplies and/or Services, and extraordinary an itemization of any reimbursable expenses including litigation expensesfor such payment period. In Seller will also furnish such receipts, documents and information as Alutiiq may reasonably request to verify any invoice submitted by Seller. 2.3. Within thirty (30) days after Alutiiq's receipt of each invoice, Alutiiq will pay Seller the event amounts properly payable pursuant to such invoice; however, payments to Seller are expressly conditioned upon the receipt of payment by Alutiiq from the Owner. All amounts payable under this Agreement and any Task Order are denominated in United States dollars, and Alutiiq shall pay all such amounts in lawful money of the United States. Alutiiq reserves the right to withhold payment pending correction of clerical errors that are so contributed not adequately supported by the Adviser to the Trustdocumentation, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result or correction of other mistakes in increasing the TrustSeller's invoices. Payment by Alutiiq of Seller’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee invoices shall be accrued daily at 1/365th without prejudice to Alutiiq’s right to audit Seller’s records to confirm the correctness of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedinvoices at any time. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee 2.4. Alutiiq will not reimburse Seller for the period from the beginning of the month expenses that have not been authorized in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthadvance in writing by Alutiiq.

Compensation. (a) As 1. The Liquidation Trust shall reimburse the Liquidation Trustee for the actual reasonable out-of-pocket expenses incurred by the Liquidation Trustee, including, without limitation, necessary travel, lodging, postage, telephone and facsimile charges upon receipt of periodic ▇▇▇▇▇▇▇▇. 2. Subject to such adjustments as may be agreed to from time to time by the Oversight Board and the Liquidation Trustee, the Liquidation Trustee and employees or agents of the Liquidation Trustee shall be entitled to receive compensation pursuant to that certain engagement letter attached hereto as Exhibit A for services performed rendered on behalf of the Liquidation Trust. Any change in compensation must be agreed to by the Oversight Board and the facilities Liquidation Trustee, and personnel further Order of the Bankruptcy Court is not required. 3. The Trust Assets shall be subject to the Claims of the Liquidation Trustee and agents that the Liquidation Trustee may engage as described in such engagement letter, and the Liquidation Trustee shall be entitled, out of any Cash in the Liquidation Trust, to pay compensation to itself and such agents, and reimburse itself and such agents for all actual out-of-pocket expenses, and satisfy or recover any and all loss, liability, expense, or damage which the Liquidation Trustee or such agents may incur or sustain in good faith in the exercise and performance of any of the powers and duties of the Liquidation Trustee. 4. All compensation and other amounts payable to the Liquidation Trustee, for itself or such agents, shall be paid from the Trust Assets. If the Cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee and such agents, as the case may be, for any amounts to which the Liquidation Trustee, for itself or its agents, is entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to Cash in a commercially reasonable manner that portion of the Trust Assets necessary so as to effect such compensation and reimbursement. 5. The Liquidation Trustee shall not be required to file a fee application to pay any compensation provided by the Adviser for under this Agreement, provided, however, that the Trust will pay to the Adviser, promptly after the end Liquidation Trustee shall provide notice of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the TrustOversight Board. If the Oversight Board communicates an objection to the Liquidation Trustee within 10 days of said notice, the Trust agrees to reimburse Liquidation Trustee must obtain approval from the Adviser Bankruptcy Court for payment of any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on compensation for which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedOversight Board has communicated an objection. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for In consideration of the services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust Fund will pay the Adviser an advisory fee (the "Advisory Fee") as indicated on Exhibit A. (b) In addition, the Adviser shall be entitled to an incentive fee if certain returns are achieved (the "Incentive Fee") as described on Exhibit A. (c) Each of the Advisory Fee and Incentive Fee, if any, is payable quarterly in arrears within five (5) business days after the completion of the net asset value computation for the quarter. For purposes of determining the Advisory Fee and Incentive Fee payable to the Adviser, promptly after the Fund's net asset value will be calculated prior to the inclusion of the amounts of the Advisory Fee and any Incentive Fee payable to the Adviser or to any purchases or repurchases of Shares of the Fund or any distributions by the Fund. (d) The Advisory Fee and Incentive Fee, if any, for the period from the effective date of this Agreement to the end of each month for the services rendered by quarter during which such effective date occurs will be prorated according to the Adviser during proportion that such period bears to the preceding monthfull quarterly period. Upon any termination of this Agreement before the end of a quarter, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitationAdvisory Fee and Incentive Fee, if any, for such part of that quarter will be prorated according to the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for proportion that year (calculated on a daily basis), the Adviser agrees such period bears to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount quarterly period and will be payable upon the date of the advisory fee for such year except as may be elected by Adviser in its discretion. For termination of this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. Agreement. (e) For the purpose of accruing compensationdetermining fees payable to the Adviser under this Section 3, the net assets value of the Portfolio shall Fund's assets will be that determined computed at the times and in the manner and on the dates set forth specified in the current prospectus of the Trust andRegistration Statement, and on days on which the net value of Fund assets are not so determined, the net asset value computation to be used shall will be as determined on the next immediately preceding day on which the net assets shall have been were determined. (b) Upon any termination of . Furthermore, fees payable to the Adviser under this Agreement on a day other than the last day Section 3 will be earned and attributed to each class of the month, Fund's Shares (defined herein) based on the fee for the period from the beginning net asset value and net profits of the month Fund attributable to each such class of Shares and in which termination occurs accordance with U.S. Generally Accepted Accounting Principles applicable to the date of termination shall be prorated according to the proportion which such period bears to the full monthFund.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser its performance of its obligations as Collateral Manager under this Agreement, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) a fee (the “Collateral Management Fee”). The Collateral Management Fee shall be payable on each Payment Date to the extent of the indicated Portfoliofunds available for such purpose in accordance with the Priority of Payments. The Collateral Management Fee is payable to the Collateral Manager in arrears, on each Payment Date (prorated for the related Interest Accrual Period) in an amount equal to 0.35%, per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager pursuant to this Section 8 no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available. To the extent required the Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees to waive such unpaid portion of its advisory fee the Collateral Management Fee due on such Payment Date (the “Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in excess accordance with the Priority of Payments. Interest on Collateral Management Fee Shortfall Amounts shall accrue at the Prime Rate for the period beginning on the first Payment Date on which the related Collateral Management Fee was due (and not paid) through the Payment Date on which such Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the limitationCollateral Manager, but by written notice to the Trustee and the Collateral Administrator, no later than the Determination Date immediately prior to such waiver shall not exceed the full amount Payment Date, on each Payment Date, (i) all or a portion of the advisory fee for Collateral Management Fees or the Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such year except as Payment Date may be elected by Adviser in its discretion. For this purposedeferred for payment on a subsequent Payment Date, aggregate expenses of without interest (the “Current Deferred Management Fee”) and (ii) all or a Portfolio shall include the compensation portion of the Adviser previously deferred Collateral Management Fees or Collateral Management Fee Shortfall Amounts (collectively, the “Cumulative Deferred Management Fee”) may be declared due and all normal expenses, fees payable (to the extent there are sufficient Interest Proceeds and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Principal Proceeds therefor). At such time as the Secured Notes are redeemed in connection with an Optional Redemption, a Tax Redemption or Clean-Up Call Redemption without duplication, all accrued and unpaid Collateral Management Fees, Current Deferred Management Fees, Collateral Management Fee Shortfall Amounts (including accrued interest) and Cumulative Deferred Management Fees (the distribution of Trust shares, “Aggregate Collateral Management Fee”) shall be due and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser payable to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fee payable to the Collateral Manager on any Payment Date, notwithstanding that the Collateral Manager may be entitled to such Collateral Management Fee. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Trustee and the Collateral Administrator no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fee may also be made by written standing instructions to the Trustee and the Collateral Administrator; provided that such standing instructions may be rescinded by the Collateral Manager at any time. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement notwithstanding that the Collateral Manager will not have received amounts due to it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the Collateral Manager resigns or is removed, (i) any Collateral Management Fees calculated as provided in Section 8(a) shall be prorated for any partial period elapsing from the last Payment Date on a day which such Collateral Manager received the Collateral Management Fee to the effective date of such termination, resignation or removal and (ii) any unpaid Cumulative Deferred Management Fees and Collateral Management Fee Shortfall Amounts (including related interest) shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full; provided, however, that, notwithstanding the foregoing or any other provision contained herein, in the event the Collateral Manager’s services terminate other than by reason of an involuntary termination not for cause, then the last day of the month, the fee for the period from the beginning of the month in which termination occurs terminating Collateral Manager shall not be entitled to any deferred Collateral Management Fee on any Payment Date following the date of termination such termination. Otherwise, such Collateral Manager shall not be entitled to any further compensation hereunder for further services but shall be prorated according entitled to receive any expense reimbursement accrued to the proportion which effective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under Section 10. Any Aggregate Collateral Management Fee expense reimbursement and indemnities owed to such period bears Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the full monthPriority of Payments.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month Borrower. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the Adviser during event that the preceding monthconditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days after the date due, the sum of Escrow Agent in its sole discretion may charge interest on such amount not to exceed the amounts set forth in Schedule A attached hereto calculated in accordance highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the average daily net assets of the indicated Portfolio. To the extent required by the laws interests of any state in which other persons or entities and is hereby granted the Trust is subject right to an expense guarantee limitationset off and deduct any unpaid fees, if the aggregate non-reimbursed expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period unsatisfied indemnification rights from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Property.

Compensation. (a) As compensation for services performed its performance of its obligations as Collateral Manager under this Agreement and the facilities and personnel provided by the Adviser under this AgreementIndenture, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) (i) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.25% per annum (calculated on the basis of the indicated Portfolioactual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Senior Collateral Management Fee”), and (ii) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.375% per annum (calculated on the basis of the actual number of days in the applicable Collection Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Subordinate Collateral Management Fee” and, together with the Senior Collateral Management Fee, the “Collateral Management Fees”); provided that the Collateral Management Fees due on any Payment Date shall not include any such fees (or any portion thereof) that have been waived or deferred by the Collateral Manager pursuant to this Section 8(a) or Section 8(b) of this Agreement no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee will be payable on each Payment Date to the extent of the funds available for such purpose in accordance with the Priority of Payments. The Senior Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Payments. To the extent required the Senior Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees Senior Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Senior Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on Senior Collateral Management Fee Shortfall Amounts shall accrue at LIBOR + 0.25% for the period beginning on the first Payment Date on which the related Senior Collateral Management Fee was due (and not paid) through the Payment Date on which such Senior Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the Collateral Manager, by written notice to waive the Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of its advisory fee in excess the Senior Collateral Management Fee or the Senior Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Senior Management Fee”) and (ii) all or a portion of the limitationpreviously deferred Senior Collateral Management Fees or Senior Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, but such waiver shall not exceed the full amount of the advisory fee for such year except as “Cumulative Deferred Senior Management Fee”) may be elected by Adviser declared due and payable and will be payable in its discretionaccordance with the Priority of Payments. For this purpose, aggregate expenses of a Portfolio shall include At such time as the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Notes are redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Senior Collateral Management Fees, Current Deferred Senior Management Fees, Cumulative Deferred Senior Management Fees and Senior Collateral Management Fee Shortfall Amounts (collectively, the distribution “Aggregate Senior Collateral Management Fee”) shall be due and payable to the Collateral Manager. The Subordinate Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Trust shares, Payments. To the extent the Subordinate Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and extraordinary expenses including litigation expenses. In the event any amounts are so contributed such fee was not voluntarily deferred or waived by the Adviser to the TrustCollateral Manager), the Trust agrees to reimburse Subordinate Collateral Management Fee due on such Payment Date (or the Adviser for any expenses waivedunpaid portion thereof, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensationas applicable, the net assets of the Portfolio shall “Subordinate Collateral Management Fee Shortfall Amount”) will be that determined in the manner and automatically deferred for payment on the dates set forth succeeding Payment Date, with interest, in accordance with the current prospectus Priority of Payments. Interest on the Trust and, Subordinate Collateral Management Fee Shortfall Amounts shall accrue at LIBOR + 0.25% for the period beginning on days the first Payment Date on which the net assets are related Subordinate Collateral Management Fee was due (and not so determinedpaid) through the Payment Date on which such Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the Collateral Manager, by written notice to the Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of the Subordinate Collateral Management Fee or the Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Subordinate Management Fee”) and (ii) all or a portion of the previously deferred Subordinate Collateral Management Fees or Subordinate Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the net asset computation to “Cumulative Deferred Subordinate Management Fee”) may be used declared due and payable and will be payable in accordance with the Priority of Payments. At such time as the Notes are redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Subordinate Collateral Management Fees, Current Deferred Subordinate Management Fees, Cumulative Deferred Subordinate Management Fees and Subordinate Collateral Management Fee Shortfall Amounts (collectively, the “Aggregate Subordinate Collateral Management Fee” and, together with the Aggregate Senior Collateral Management Fee, the “Aggregate Collateral Management Fees”) shall be as determined on due and payable to the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fees or the Aggregate Collateral Management Fees payable to the Collateral Manager on any Payment Date. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Trustee no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fees or the Aggregate Collateral Management Fees may also be made by written standing instructions to the Trustee; provided that such standing instructions may be rescinded by the Collateral Manager at any time. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement on a day other than notwithstanding that the last day Collateral Manager will not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the monthCollateral Manager resigns or is removed, the fee for the period from the beginning of the month (i) Collateral Management Fees calculated as provided in which termination occurs to the date of termination Section 8(a) shall be prorated according for any partial period elapsing from the last Payment Date on which such Collateral Manager received the Collateral Management Fees to the proportion which effective date of such period bears termination, resignation or removal and (ii) any unpaid Cumulative Deferred Senior Management Fees or Cumulative Deferred Subordinate Management Fees shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the full montheffective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Aggregate Collateral Management Fees, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments.

Compensation. (a) As compensation On each Payment Date, the Collateral Manager shall be entitled to receive, for services performed rendered and the facilities and personnel provided by the Adviser performance of its obligations under this AgreementAgreement over the related Due Period, a fee payable in arrears equal to an aggregate 0.15% per annum on the Aggregate Principal Amount of the Collateral Portfolio (such fee, the Trust will pay to the Adviser“Collateral Management Fee”), promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum measured as of the amounts set forth in Schedule A attached hereto calculated beginning of the Due Period preceding such Payment Date and payable in accordance with the average daily net assets Priority of Payments as described in Article XI of the indicated PortfolioIndenture on each such Payment Date. To The Collateral Management Fee shall be computed on the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses basis of a Portfolio shall include calendar year consisting of 360-days and the compensation actual number of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedelapsed. (b) Upon any termination of If this Agreement is terminated pursuant to Section 12 or 13 or otherwise, any accrued and unpaid Collateral Management Fee will immediately become due and payable in accordance with the Priority of Payments on a day other than the last day next Payment Date to the outgoing Collateral Manager; provided, that the accrued and unpaid Collateral Management Fee with respect to the Due Period in which this Agreement is terminated will be payable to the outgoing Collateral Manager and the successor Collateral Manager pro rata based on the number of days each served in such capacity during the Due Period in which this Agreement is terminated; provided, further, that any accrued and unpaid Collateral Management Fee accrued prior to the Due Period in which this Agreement is terminated, including any Collateral Management Fees deferred pursuant to Section 8(c), shall be payable solely to the outgoing Collateral Manager. (c) If on any Payment Date there are insufficient funds to pay any Collateral Management Fee then due in full in accordance with the Priority of Payments, or if on or prior to any Payment Date the Collateral Manager elects (by delivering notice of such election to the Trustee and the Collateral Administrator) to defer all or any portion of the monthCollateral Management Fee due or to become due on such Payment Date, the fee amount not so paid or elected to be deferred shall be deferred and shall be payable on the first succeeding Payment Date on which any funds are available therefor in accordance with the Priority of Payments, unless deferred again. The Collateral Manager shall have the right, at its sole option, to waive all or a portion of any accrued and unpaid Collateral Management Fee at any time by delivering notice thereof to the Trustee, and directing the Trustee to apply such amounts as Interest Proceeds or as Principal Proceeds for application in accordance with the period from Priority of Payments. (d) The Collateral Manager shall be responsible for all expenses incurred in the beginning performance of its obligations under this Agreement; provided, that the following shall be reimbursed by the Issuer in accordance with the Indenture: (i) the fees and disbursements of the month in which termination occurs Collateral Manager and its counsel with respect to the date offering and sale of termination shall be prorated according the Class A Notes, (ii) the reasonable fees and reasonable expenses of employing outside lawyers or consultants in connection with the restructuring of any Collateral Obligation, (iii) the fees payable to Virtus Group, LP, as Collateral Administrator under the proportion which such period bears Collateral Administration Agreement, (iv) the reasonable fees and reasonable expenses of employing outside lawyers to provide advice with respect to any provisions of the full monthIndenture or this Agreement, including any amendment or waiver thereto or hereto, (v) the reasonable expenses of exercising observation rights (including through a representative) pursuant to Section 18, and (vi) the expenses of Independent accountants of the Issuer.

Compensation. (a) As compensation for For the services performed and the facilities and personnel provided by the Sub-Adviser under with respect to a Portfolio pursuant to this Agreement, the Trust Adviser will pay to the AdviserSub- Adviser a fee, promptly after computed daily and payable monthly, at an annual rate of the end fee percentage of each month for such Portfolio's average daily net assets (computed in the services rendered by manner specified in the Advisory Agreement) set forth on the Exhibit relating to such Portfolio. With respect to the Frontegra Total Return Bond Fund, the Adviser during will pay to the preceding month, the sum Sub-Adviser an additional 0.10% of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of that Portfolio attributable to investors whose initial investment in such Portfolio (other than defined contribution or 401(k) plan investments) was equal to or greater than $30,000,000, regardless of the indicated value of such investments following their initial investment. With respect to the Frontegra Opportunity Fund, the Adviser will pay to the Sub-Adviser an additional 0.10% of the average daily net assets of that Portfolio attributable to investors whose initial investment in such Portfolio (other than defined contribution or 401(k) plan investments) was equal to or greater than $15,000,000, regardless of the value of such investments following their initial investment. (b) The fee due the Sub-Adviser with respect to each Portfolio shall be computed daily and shall be paid monthly to the Sub-Adviser on or before the last business day of the next succeeding calendar month. Along with each such monthly payment the Adviser shall provide the Sub-Adviser with a schedule showing the manner in which such fee was computed. (c) If during a Portfolio. To 's first twelve months of operation the extent required Adviser waives any portion of the management fee due to the Adviser pursuant to the terms of the Advisory Agreement for the purpose of limiting such Portfolio's total operating expenses to the maximum expense percentage of such Portfolio's average daily net assets for such period set forth on the Exhibit relating to such Portfolio, and the resulting net management fee received by the laws of any state in which Adviser is less than the Trust is subject compensation due to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed Sub-Adviser pursuant to subparagraph (a) above (the specified expense limitation ratios for that year (calculated on a daily basisdifference between such net management fee and such compensation being hereinafter referred to as the "Difference"), the Sub-Adviser agrees shall refund to waive such portion of its advisory fee in excess of the limitationAdviser an amount equal to the Difference; provided, but such waiver however, that (i) the Sub-Adviser shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of required to refund to the Adviser and all normal expenses, an amount greater than the fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed paid by the Adviser to the Trust, Sub-Adviser during such 12-month period; and (ii) such Difference shall be reduced to the Trust agrees to reimburse extent that in such 12-month period the net management fee received by the Adviser for any expenses waived, provided that with respect to all Portfolios exceeds the compensation due to the Sub-Adviser with respect to such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedPortfolios. (bd) Upon any termination of If this Agreement on becomes effective or terminates with respect to a day other than Portfolio before the last day end of the any month, the fee relating to such Portfolio for the period from the beginning effective date with respect to such Portfolio to the end of the month in which termination occurs or from the beginning of such month to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full monthmonth in which such effectiveness or termination occurs.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, the Trust will Investment Adviser shall pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee payable as soon as practicable after the last day of each month, calculated using an annual rate of .33% (the "Annual Rate"). (b) The monthly sub-advisory fee to be paid by the Investment Adviser to the Adviser, promptly after Sub-Adviser shall be determined as of the end close of business on the last business day of each month for by multiplying one-twelfth of the services rendered Annual Rate by the Adviser during Average Portfolio Net Assets (hereinafter defined) calculated monthly as of such day. (c) For the preceding monthpurposes of this paragraph, the "Average Portfolio Net Assets" shall be calculated monthly as of the last business day of each month and shall mean the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall calculated each business day during the month divided by the number of business days in the month (such net assets to be that determined as of the close of business each business day and computed in the manner and on the dates set forth in the current prospectus Declaration of Trust of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedTrust). (bd) Upon The Sub-Adviser acknowledges that the Investment Adviser has agreed with the Trust to reduce the Investment Adviser's compensation for any termination fiscal year by the amount, if any, by which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time, to the extent required by such limitation. The Sub-Adviser agrees that its compensation for any fiscal year shall be reduced by the same proportion as the Investment Adviser's compensation is reduced as described in the preceding sentence, for any fiscal year in which the expenses of the Portfolio for such fiscal year exceed the most restrictive state Blue Sky expense limitation in effect from time to time. The Sub-Adviser shall refund to the Investment Adviser the amount of any reduction of the Sub-Adviser's compensation pursuant to this paragraph 1 l(d) as promptly as practicable after the end of such fiscal year, provided that the Sub-Adviser will not be required to pay the Investment Adviser an amount greater than the fee paid to the Sub-Adviser in respect of such year pursuant to this Agreement. As used in this paragraph ll(d), "expenses" shall mean those expenses included in the most restrictive state Blue Sky expense limitation, having the broadest specification in such state's Blue Sky statute, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined by multiplying a fixed percentage by the average or by multiplying more than one such percentage by different specified amounts of the average, of the values of the investment company's net assets for a fiscal year. The words "most restrictive state Blue Sky expense limitation" shall be construed to result in the largest reduction of the Sub-Adviser's compensation for any fiscal year of the Portfolio; provided, however, that nothing in this Agreement on a day other than shall require the last day of Sub-Adviser to reduce its fees if the month, the fee for the period from the beginning of the month Investment Adviser is not required by an applicable statute or regulation referred to above in which termination occurs this paragraph ll(d) to the date of termination shall be prorated according to the proportion which such period bears to the full monthreduce its fees.

Compensation. (a) As compensation In consideration for its services performed hereunder as Custodian and the facilities investment accounting and personnel provided by the Adviser under this Agreementrecordkeeping agent, the Trust Fund will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts Custodian such compensation as shall be set forth in Schedule a separate fee schedule to be agreed to by Fund and Custodian from time to time. A copy of the initial fee schedule is attached hereto calculated and incorporated herein by reference. Custodian shall also be entitled to receive, and Fund agrees to pay to Custodian, on demand, reimbursement for Custodian's cash disbursements and reasonable out-of-pocket costs and expenses, including attorney's fees, incurred by Custodian in connection with the performance of services in accordance with the average daily net assets terms of this Agreement. Custodian may charge such compensation against monies held by it for the account of the indicated applicable Portfolio. To Custodian will also be entitled to charge against any monies held by it for the extent required by account of the laws applicable Portfolio the amount of any state in loss, damage, liability, advance, overdraft or expense for which the Trust is subject it shall be entitled to an expense guarantee limitationreimbursement from Fund, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees including but not limited to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses due to Custodian for other services provided to the Fund by Custodian; provided that Custodian shall not be entitled to charge against any monies held by it for the account of the applicable Portfolio any amounts under indemnification provisions set forth in this Agreement unless the Fund or the applicable Portfolio has not paid such amount within 60 days of receiving notice of the amount due. Custodian will be entitled to reimbursement by the Fund or the applicable Portfolio for the losses, damages, liabilities, advances, overdrafts and expenses of subcustodians only to the extent that (i) Custodian would have been entitled to reimbursement hereunder if it had incurred in connection with the distribution of Trust sharessame itself directly, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees (ii) Custodian is obligated to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedsubcustodian therefor. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreementperformance of its obligations as Collateral Manager, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) (i) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the indicated Portfolio. To the extent required by the laws of any state related Interest Accrual Period), in which the Trust is subject an amount equal to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year 0.25% per annum (calculated on a daily basisthe basis of the actual number of days in the applicable Interest Accrual Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date (the “Senior Collateral Management Fee”), (ii) a fee, which will accrue quarterly in arrears on each Payment Date (prorated for the Adviser agrees related Interest Accrual Period), in an amount equal to waive such portion of its advisory fee in excess 0.35% per annum (calculated on the basis of the limitation, but such waiver shall not exceed actual number of days in the full amount applicable Interest Accrual Period divided by 360) of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include Fee Basis Amount at the compensation beginning of the Adviser Collection Period relating to such Payment Date (the “Subordinate Collateral Management Fee”) and all normal expenses(iii) a fee, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and commencing on the dates Payment Date on which the Target Return has been achieved, in an amount as set forth in the current prospectus Priority of Payments (the “Collateral Manager Incentive Fee” and, together with the Senior Collateral Management Fee and the Subordinate Collateral Management Fee, the “Collateral Management Fees”); provided that the Collateral Management Fees due on any Payment Date shall not include any such fees (or any portion thereof) that have been waived or deferred by the Collateral Manager pursuant to this Agreement no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fees will be payable on each Payment Date to the extent of the Trust and, on days on which funds available for such purpose in accordance with the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedPriority of Payments. (b) Upon any termination The Senior Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of this Agreement Payments. To the extent the Senior Collateral Management Fee is not paid on a day other than Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the last day of the monthCollateral Manager), the fee Senior Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Senior Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on the Senior Collateral Management Fee Shortfall Amounts shall accrue at the Reference Rate for the period from beginning on the beginning first Payment Date on which the related Senior Collateral Management Fee was due (and not paid) through the Payment Date on which such Senior Collateral Management Fee Shortfall Amount (including accrued interest) is paid, as certified to the Trustee by the Collateral Manager. (c) At the option of the month in which termination occurs Collateral Manager, by written notice to the date Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of termination the Senior Collateral Management Fee or the Senior Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Senior Management Fee”) and (ii) all or a portion of the previously deferred Senior Collateral Management Fees or Senior Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the “Cumulative Deferred Senior Management Fee”) may be declared due and payable and will be payable in accordance with the Priority of Payments. At such time as the Debt is redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Senior Collateral Management Fees, Current Deferred Senior Management Fees, Cumulative Deferred Senior Management Fees and Senior Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the “Aggregate Senior Collateral Management Fee”) shall be due and payable to the Collateral Manager. (d) The Subordinate Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Payments. To the extent the Subordinate Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the Collateral Manager), the Subordinate Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Subordinate Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on the Subordinate Collateral Management Fee Shortfall Amounts shall accrue at the Reference Rate plus 0.25% for the period beginning on the first Payment Date on which the related Subordinate Collateral Management Fee was due (and not paid) through the Payment Date on which such Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) is paid, as certified to the Trustee by the Collateral Manager. (e) At the option of the Collateral Manager, by written notice to the Trustee, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of the Subordinate Collateral Management Fee or the Subordinate Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Subordinate Management Fee”) and (ii) all or a portion of the previously deferred Subordinate Collateral Management Fees or Subordinate Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the “Cumulative Deferred Subordinate Management Fee”) may be declared due and payable and will be payable in accordance with the Priority of Payments. At such time as the Debt is redeemed in whole in connection with an Optional Redemption (other than a Refinancing) or a Tax Redemption, without duplication, all accrued and unpaid Subordinate Collateral Management Fees, Current Deferred Subordinate Management Fees, Cumulative Deferred Subordinate Management Fees and Subordinate Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, the “Aggregate Subordinate Collateral Management Fee” and, together with the Aggregate Senior Collateral Management Fee, the “Aggregate Collateral Management Fees”) shall be due and payable to the Collateral Manager. (f) On each Payment Date, commencing on the Payment Date on which the Target Return has been achieved, the Collateral Manager is entitled to receive the Collateral Manager Incentive Fee as set forth in the Priority of Payments; provided that, on the Payment Date on which the Target Return is achieved, the Collateral Manager Incentive Fee shall only be payable from Interest Proceeds and Principal Proceeds in excess of the Interest Proceeds and the Principal Proceeds necessary to cause the Target Return to be achieved. (g) The Collateral Manager shall pay expenses and costs incurred by it in connection with its services under this Agreement; provided, however, that the Collateral Manager shall not be liable for, and the Issuer shall be responsible for, the payment or reimbursement of expenses including fees and out-of-pocket expenses incurred by the Collateral Manager in connection with the services provided under this Agreement, including with respect to (i) legal advisers, consultants, rating agencies, accountants and other professionals retained by the Issuer or the Collateral Manager on behalf of the Issuer or to render services or advice for the benefit of the Issuer, (ii) asset pricing and asset rating services, compliance services (including risk monitoring, ESG, cyber security, anti-corruption, anti-money laundering and other similar functions) and software, accounting, consulting (including in connection with ESG-related matters) programming and data entry services and third party valuation services, (iii) any fees and expenses of outside lawyers or consultants retained in connection with the performance of its obligations hereunder, including in connection with the default, restructuring or enforcement of any Collateral Obligations or in connection with the services provided by the Collateral Manager pursuant to Section 2, including, without limitation, legal due diligence and documentation reviews and other reviews in connection with proposed or closed transactions, whether or not such transactions are, in fact, consummated, (iv) portfolio related expenses, which may include expenses related to research and data (including ESG data, market and quotation services), record keeping, portfolio due diligence and surveillance, legal and regulatory compliance, litigation, third party services, including brokerage commissions, custodial fees, bank service fees, and withholding and asset transfer, clearing and settlement fees, (v) reasonable travel and entertainment expenses (including, without limitation, airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its services under this Agreement and the Indenture (including expenses in connection with any investor or industry conferences or investor or trustee meetings), (vi) insurance premiums and other insurance related expenses (or a portion of such premiums in respect of any omnibus policies that cover, among others, the Issuer) or (vii) any other reasonable fees and expenses associated with the Issuer’s investment activities and operations, including, without limitation, any amendments to any Transaction Documents and expenses related to preparing investor and other data and reporting, whether prepared by an auditor, counsel, consultant or other professional or vendor, and any third-party verification of such data and reporting. Expenses reimbursable pursuant to this section shall constitute Administrative Expenses and shall be payable in accordance with the Priority of Payments. (h) On any Payment Date, the Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive or defer all or any portion of the Collateral Management Fees or the Aggregate Collateral Management Fees payable to the Collateral Manager on any Payment Date. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Issuer and the Trustee no later than the Determination Date immediately prior to such Payment Date. Any election to waive or defer the Collateral Management Fees or the Aggregate Collateral Management Fees may also be made by written standing instructions to the Trustee; provided that such standing instructions may be rescinded by the Collateral Manager at any time, except during the period between a Determination Date and a Payment Date. Any such Collateral Management Fees, once waived or deferred, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished. Notwithstanding anything to the contrary in this Agreement and any other Transaction Documents, the Collateral Manager agrees to waive all Collateral Management Fees payable to it for so long as HPS Corporate Lending Fund is the Collateral Manager under this Agreement. (i) If the Collateral Manager resigns or is removed or this Agreement is terminated, (i) any Collateral Management Fees payable to the Collateral Manager shall be prorated according for any partial periods between Payment Dates during which this Agreement was in effect, and (ii) the Collateral Manager shall be entitled to receive any accrued and unpaid Collateral Management Fees, Cumulative Deferred Senior Management Fees and Cumulative Deferred Subordinate Management Fees that are accumulated and unpaid through the last date on which it serves as Collateral Manager hereunder, on a Payment Date on which such amounts are payable (regardless of whether such Payment Date occurs on or after such date). The payment of such amounts shall rank pari passu with the payment of the same amounts due to the proportion which such period bears to Successor Manager on any Payment Date thereafter in accordance with the full monthPriority of Payments.

Compensation. (a) As compensation for services performed its performance of its obligations as Collateral Manager under this Agreement and the facilities and personnel provided by the Adviser under this AgreementIndenture, the Trust Collateral Manager will pay be entitled to the Adviser, promptly after the end of receive on each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Payment Date (in accordance with the average daily net assets Priority of Payments) a fee (the “Collateral Management Fee”). The Collateral Management Fee will be payable on each Payment Date to the extent of the indicated Portfoliofunds available for such purpose in accordance with the Priority of Payments. The Collateral Management Fee is payable to the Collateral Manager in arrears, on each Payment Date in an amount equal to 0.15% per annum (calculated on the basis of the actual number of days in the applicable Interest Accrual Period divided by 360) of the Fee Basis Amount at the beginning of the Collection Period relating to such Payment Date; provided that the Collateral Management Fee payable on any Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Collateral Manager pursuant to this Section 8(a) or Section 8(b) no later than the Determination Date immediately prior to such Payment Date. The Collateral Management Fee is payable on each Payment Date only to the extent that sufficient Interest Proceeds or Principal Proceeds are available in accordance with the Priority of Payments. To the extent required all or a portion of the Collateral Management Fee is not paid on a Payment Date due to insufficient Interest Proceeds or Principal Proceeds (and such fee was not voluntarily deferred or waived by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basisCollateral Manager), the Adviser agrees Collateral Management Fee due on such Payment Date (or the unpaid portion thereof, as applicable, the “Collateral Management Fee Shortfall Amount”) will be automatically deferred for payment on the succeeding Payment Date, with interest, in accordance with the Priority of Payments. Interest on Collateral Management Fee Shortfall Amounts shall accrue at LIBOR for the period beginning on the first Payment Date on which the related Collateral Management Fee was due (and not paid) through the Payment Date on which such Collateral Management Fee Shortfall Amount (including accrued interest) is paid. At the option of the Collateral Manager, by written notice to waive the Trustee and the Collateral Administrator, no later than the Determination Date immediately prior to such Payment Date, on each Payment Date, (i) all or a portion of its advisory fee in excess the Collateral Management Fees or the Collateral Management Fee Shortfall Amount (including accrued interest) due and owing on such Payment Date may be deferred for payment on a subsequent Payment Date, without interest (the “Current Deferred Management Fee”) and (ii) all or a portion of the limitationpreviously deferred Collateral Management Fees or Collateral Management Fee Shortfall Amounts (including accrued interest) (collectively, but such waiver shall not exceed the full amount of the advisory fee for such year except as “Cumulative Deferred Management Fee”) may be elected by Adviser declared due and payable and will be payable in its discretionaccordance with the Priority of Payments. For this purpose, aggregate expenses of a Portfolio shall include At such time as the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Secured Debt is redeemed in whole in connection with an Optional Redemption (other than a Refinancing), Clean-Up Call Redemption, or a Tax Redemption, without duplication, all accrued and unpaid Collateral Management Fees, Current Deferred Management Fees and Cumulative Deferred Management Fees, excluding any waived Collateral Management Fee (the distribution of Trust shares, “Aggregate Collateral Management Fee”) shall be due and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser payable to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedCollateral Manager. (b) Upon The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any termination portion of the Collateral Management Fee or the Aggregate Collateral Management Fee payable to the Collateral Manager on any Payment Date. Any such election shall be made by the Collateral Manager delivering written notice thereof to the Trustee and the Collateral Administrator no later than the Determination Date immediately prior to such Payment Date. Any election to waive the Collateral Management Fee or Aggregate Collateral Management Fee may also be made by written standing instructions to the Trustee and the Collateral Administrator. As of the date hereof, PennantPark has informed the Issuer, the Trustee and the Collateral Administrator that it hereby irrevocably waives all of the Collateral Management Fee otherwise payable to it so long as it acts as collateral manager hereunder. (c) Except as otherwise set forth herein and in the Indenture, the Collateral Manager will continue to serve as collateral manager under this Agreement on a day other than notwithstanding that the last day Collateral Manager will not have received amounts due it under this Agreement because sufficient funds were not then available hereunder to pay such amounts in accordance with the Priority of Payments. (d) If this Agreement is terminated for any reason, or the monthCollateral Manager resigns or is removed, the fee for the period from the beginning of the month (i) Collateral Management Fees calculated as provided in which termination occurs to the date of termination Section 8(a) shall be prorated according for any partial period elapsing from the last Payment Date on which such Collateral Manager received the Collateral Management Fee to the proportion which effective date of such period bears termination, resignation or removal and (ii) any unpaid Cumulative Deferred Management Fees shall be determined as of the effective date of such termination, resignation or removal and, in each case, shall be due and payable on each Payment Date following the effective date of such termination, resignation or removal in accordance with the Priority of Payments until paid in full. Otherwise, such Collateral Manager shall not be entitled to any further compensation for further services but shall be entitled to receive any expense reimbursement accrued to the full montheffective date of termination, resignation or removal and any indemnity amounts owing (or that may become owing) under this Agreement. Any Aggregate Collateral Management Fee, expense reimbursement and indemnities owed to such Collateral Manager or owed to any successor Collateral Manager on any Payment Date shall be paid pro rata based on the amount thereof then owing to each such Person, subject to the Priority of Payments.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser Company. Such compensation is intended for the Escrow Agent’s services as contemplated by this Escrow Agreement. In addition to such compensation, in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the Trust will pay subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the Advisersubject matter hereof, promptly after then the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver Escrow Agent shall not exceed the full amount of the advisory fee be compensated for such year except as may be elected extraordinary services and any services or work performed by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Escrow Agent in connection with the distribution of Trust sharesany delay, controversy, litigation or event, and extraordinary expenses reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation expensesor event. In the event If any amounts are so contributed by the Adviser amount due to the TrustEscrow Agent hereunder is not paid within thirty (30) days of the date due, of which an invoice is issued and delivered to the Company, the Trust agrees Escrow Agent in its sole discretion may charge interest on such amount up to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the highest rate permitted by applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedlaw. (b) Upon As security for the due and punctual performance of any and all of the Parties’ obligations to the Escrow Agent hereunder, now or hereafter arising, the Parties, individually and collectively, hereby pledge, assign and grant to the Escrow Agent a continuing security interest in, and a lien on and right of setoff against, the Escrow Property and all distributions thereon, investments thereof or additions thereto (whether such additions are the result of deposits by the Parties or the investment of Escrow Property or otherwise). If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrow Property, and may sell, convey or otherwise dispose of any Escrow Property for such purpose. The security interest and setoff rights of the Escrow Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against the Parties and all third parties in accordance with the terms of this Escrow Agreement. The terms of this Section 3.4 shall survive termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full monthEscrow Agreement.

Compensation. (a) As compensation for For the services performed provided and the facilities and personnel provided by the Adviser under expenses assumed pursuant to this Agreement, each of the Trust Portfolios will pay the Investment Adviser and the Investment Adviser will accept as full compensation therefor a fee set forth on Schedule A hereto. Each of the Portfolios' obligations to pay the above-described fee to the Adviser, promptly after Investment Adviser will begin as of the end date of each month for the services rendered initial public sale of shares in that Portfolio. Except as permitted by the Adviser during the preceding monthapplicable law, the sum Investment Adviser shall not be compensated on the basis of a share of capital gains upon or capital appreciation of any of the amounts set forth Portfolios or any portion thereof. If in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if fiscal year the aggregate expenses of any of the Portfolios (as defined under the securities regulations of any state having jurisdiction over the Company) exceed the expense limitations of any such state, the Investment Adviser will reimburse the Portfolio for a portion of such excess expenses equal to such excess times the ratio of the fees otherwise payable by the Portfolio to the Investment Adviser hereunder to the aggregate fees otherwise payable by the Portfolio to the Investment Adviser hereunder and to The Winsbury Company under the Administration Agreement between The Winsbury Company and the Company. The obligation of the Investment Adviser to reimburse the Portfolios hereunder is limited in any fiscal year exceed to the specified amount of its fee hereunder for such fiscal year, PROVIDED, HOWEVER, that notwithstanding the foregoing, the Investment Adviser shall reimburse the Portfolios for such proportion of such excess expenses regardless of the amount of fees paid to it during such fiscal year to the extent that the securities regulations of any state having jurisdiction over the Company so require. Such expense limitation ratios for that year (calculated reimbursement, if any, will be estimated daily and reconciled and paid on a daily monthly basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As The Escrow Agent shall be entitled to compensation for its services performed and as stated in the facilities and personnel provided fee schedule attached hereto as Exhibit C, which compensation shall be paid by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month Ampio. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that if the Adviser during conditions for the preceding monthdisbursement of the Escrow Property under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the sum Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities, and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Property based upon the value of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determinedEscrow Property then calculated. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation for In consideration of the services performed and the facilities and personnel provided to be rendered by the Adviser under this Agreement, the Trust will shall pay to the Adviser, promptly after Adviser monthly fees on the end first Business Day (as defined in the Prospectuses) of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with based upon the average daily net assets of each Fund during the indicated Portfolio. To preceding month (as determined on the extent required by days and at the laws of any state time set forth in which the Trust is subject to an expense guarantee limitation, if Prospectuses for determining net asset value per share) at the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth aboveopposite the Fund's name on Schedule A attached hereto. For If the purpose fees payable to the Adviser pursuant to this paragraph begin to accrue before the end of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined. (b) Upon any termination of month or if this Agreement on a day other than terminates before the last day end of the any month, the fee fees for the period from such date to the end of such month or from the beginning of the such month in which termination occurs to the date of termination termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of the Funds' net assets shall be computed in the manner specified in the Prospectuses and the Articles for the computation of the value of the Funds' net assets in connection with the determination of the net asset value of shares of the Funds' capital stock. (b) If the aggregate expenses incurred by, or allocated to, each Fund in any fiscal year shall exceed the lowest expense limitation, if applicable to such Fund, imposed by state securities laws or regulations thereunder, as such limitations may be raised or lowered from time to time, the Adviser shall reduce its investment advisory fee, but not below zero, to the extent of its share of such excess expenses; provided, however, there shall be excluded from such expenses the amount of any interest, taxes, brokerage commissions and extraordinary expenses (including but not limited to legal claims and liabilities and litigation costs and any indemnification related thereto) paid or payable by the Fund. Such reduction, if any, shall be computed and accrued daily, shall be settled on a monthly basis and shall be based upon the expense limitation applicable to the Fund as at the end of the last business day of the month. Should two or more of such expense limitations be applicable at the end of the last business day of the month, that expense limitation which results in the largest reduction in the Adviser's fee shall be applicable. For the purposes of this paragraph, the Adviser's share of any excess expenses shall be computed by multiplying such excess expenses by a fraction, the numerator of which is the amount of the investment advisory fee which would otherwise be payable to the Adviser for such fiscal year were it not for this subsection 6(b) and the denominator of which is the sum of all investment advisory and administrative fees which would otherwise be payable by the Fund were it not for the expense limitation provisions of any investment advisory or administrative agreement to which the Fund is a party. (c) In consideration of the Adviser's undertaking to render the services described in this Agreement, the Trust agrees that the Adviser shall not be liable under this Agreement for any error of judgment or mistake of law or for any act or omission or loss suffered by the Trust in connection with the performance of this Agreement, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Investment Adviser against any liability to the Trust or its stockholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties under this Agreement or by reason of the Adviser's reckless disregard of its obligations and duties hereunder or breach of fiduciary duty with respect to receipt of compensation.

Compensation. (a) This is a Cost Plus Fixed Fee Term Agreement. The STATE has evaluated and selected the CONSULTANT based on its ability to perform a maximum of $5,000,000 worth of engineering services during the term of this Agreement. As compensation for services performed and of the facilities and personnel provided by date of this Agreement, $cost proposal amount of the Adviser $5,000,000 maximum total has been appropriated to accomplish work under this Agreement. Under no circumstance will the STATE issue individual project assignments that cumulatively exceed $cost proposal amount in value unless and until additional funds sufficient to fully cover the work of each subsequent assignment have been appropriated or otherwise made available. The CONSULTANT agrees that all funds are subject to appropriations and the availability of funds. There is no limit per task order for this Pilot Program for projects involving Preliminary Design, Final Design, and/or Construction Engineering Services. All task orders shall not exceed $5,000,000 for Agreement # XXXXXXXXX. In addition to this limit on total compensation, the Trust will pay to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum of the amounts limitations set forth in Schedule A attached hereto calculated in accordance with any Task Order and the average daily net assets limitations set forth below on specific categories of the indicated Portfoliocosts shall also apply. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitation, Properly drawn payment vouchers will be honored if the aggregate expenses of Fixed Fee amounts for the CONSULTANT and Subconsultants are correct and the total costs are within the base agreement ceiling and the ceiling on any Portfolio in any fiscal year Extra Work modifications. Invoices will not be rejected if cumulative costs exceed the specified expense limitation ratios for that year (calculated on a daily basis)various line item cost ceilings such as direct labor, the Adviser agrees to waive such portion of its advisory fee direct expenses, overhead, or individual sub-consultant ceilings. Any ▇▇▇▇▇▇▇▇ in excess of allowable fee will be reduced to the limitation, but such waiver shall not exceed current ceiling amount allowed. Monthly payment vouchers must detail actual costs versus budgeted for each of those contract line items. Progress reports must also accompany the full amount of the advisory fee for such year except as may be elected by Adviser in its discretionmonthly payment vouchers. For this purpose, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses Allowable direct costs are those costs incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to CONSULTANT solely for the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner Project work and on the dates services set forth in the current prospectus subparagraph 4.a.i, ii, and 4.b below and not identified as unallowable. Allowable indirect costs are those costs (i.e., payroll burden, general overhead and administrative costs) of the Trust and, on days on CONSULTANT set forth in subparagraph 4.a.iii below which the net assets are not so determinedidentified solely with one Agreement, but are rather, company‑wide or attributable to more than one Agreement of the net asset computation to be used CONSULTANT, and are not identified as unallowable. Costs incurred in preparing proposals for this Agreement and modifications, if any, shall be treated as determined on the next day on which the net assets shall have been determinedallowable indirect costs. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.

Compensation. (a) As compensation PAYMENT FOR SERVICES. RMR shall be paid a fee (the "SERVICE FEE") for services performed the Services provided to the Company under this Agreement equal to the sum of (i) 0.6% of the gross fuel margin and (ii) 0.6% of the facilities total non-fuel revenues (collectively, "REVENUES") of the Company and personnel provided its subsidiaries determined in accordance with generally accepted accounting principles ("GAAP"). The Service Fee shall be estimated and paid monthly by the Adviser under this AgreementCompany in advance based upon the prior calendar month's Revenues, the Trust will pay to the Adviser, promptly after and such payment shall be paid within 15 calendar days of the end of each month for the services rendered by the Adviser during the preceding applicable prior calendar month, the sum . The calculation of the amounts set forth in Schedule fee for any month shall be based upon the Company's monthly financial statements. A attached hereto calculated in accordance with the average daily net assets copy of the indicated Portfoliocomputations (in reasonable detail) shall promptly be delivered to RMR accompanied by payment of the Service Fee thereon to be due and payable. To the extent required by the laws of The Service Fee shall be pro-rated for any state partial month this Agreement shall be in which the Trust is subject to an expense guarantee limitation, if the effect. The aggregate expenses of any Portfolio Service Fee paid in any fiscal year exceed shall be subject to adjustment as of the specified expense limitation ratios end of that year. On or before the 30th day after public availability of the Company's annual audited financial statements for that year (calculated on a daily basis)each fiscal year, the Adviser agrees Company shall deliver to waive RMR a notice setting forth (i) the Company's Revenues for such portion of its advisory fee in excess year, (ii) the Company's computation of the limitation, but Service Fee payable for such waiver shall not exceed year and (iii) the full amount of the advisory fee Service Fee theretofore paid to RMR in respect of such year. If the Service Fee payable for any fiscal year exceeds the aggregate amounts previously paid by the Company, the Company shall pay the deficit to RMR at the time of delivery of such notice. If the aggregate Service Fee payable for any fiscal year except as may be elected shown in the notice is less than the aggregate amounts previously paid by Adviser the Company, the Company shall specify in its discretion. For this purpose, aggregate expenses of such notice whether RMR should (i) refund to the Company an amount equal to the difference or (ii) grant the Company a Portfolio shall include credit against the compensation Service Fee next coming due in the amount of the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred in connection with the distribution of Trust shares, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trust, the Trust agrees to reimburse the Adviser for any expenses waived, provided difference until that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have amount has been determinedfully paid or otherwise discharged. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.