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 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 The Issuer shall pay to the Adviser, promptly after the end of each month Indenture Trustee from time to time compensation for the its services rendered by the Adviser during the preceding month, the sum as agreed in writing and in accordance with Section 5.08(a) of the amounts Sale and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, except any such expense as may be attributable to its willful misconduct, negligence or bad faith. Such expenses shall include the reasonable compensation and reasonable expenses, disbursements and advances of the Indenture Trustee’s counsel and of all persons not regularly in its employ. The Issuer agrees to indemnify the Indenture Trustee and Trust Collateral Agent as set forth in Schedule A attached hereto calculated Section 6.05 of the Sale and Servicing Agreement. The Indenture Trustee agrees that its recourse to the Issuer, the Seller and the Trust Property shall be limited to the right to receive distributions in accordance with Section 5.08(a) of the average daily net Sale and Servicing Agreement and Article V hereof and shall not be recourse to the 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 determinedNoteholder. (b) Upon any termination The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge or assignment of this Agreement on a day other than Indenture and the last day earlier resignation or removal of the monthIndenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Indenture Event of Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the fee for the period from the beginning expenses are intended to constitute expenses of administration under Title 11 of the month United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. Notwithstanding anything else set forth in which termination occurs this Indenture or the Basic Documents, the Indenture Trustee agrees that the obligations of the Issuer to the date of termination Indenture Trustee hereunder and under the Basic Documents shall not be prorated according recourse to the proportion which such period bears to the full monthassets of any Noteholder.

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 In consideration of the services to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the facilities “Construction Supervision Fee”) in connection with all interior and personnel provided by exterior construction renovation or repair activities at the Adviser under Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay to cost of such construction which shall include the Advisercosts of all related professional services and the cost of general conditions. (b) Unless otherwise agreed, promptly the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties 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 limitationthis Agreement; provided, if the aggregate however, that reasonable travel 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 include expenses incurred for travel to and from the full amount Managed Premises by personnel assigned to work exclusively at the Managed Premises. (d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the advisory fee like for such year except its services under this Agreement. Except as may be elected otherwise specifically provided herein with respect to payment by Adviser in its discretion. For this purposeOwners of legal fees, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesaccounting fees, salaries, wages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges 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 monththird parties.

Compensation. (a) As Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to compensation as stated in the schedule attached hereto as Schedule III, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for services performed all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including attorney’s fees. Neither the modification, cancellation, termination, resignation or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the facilities Company shall direct all such amounts to be paid directly at any such closing. As security for the due and personnel provided punctual performance of any and all of the Company’s obligations to the Escrow Agent hereunder, now or hereafter arising, the Company, hereby pledges, assigns and grants to the Escrow Agent a continuing security interest in, and a lien on and right of setoff against, the Escrow Funds and all distributions thereon, investments thereof or additions thereto. 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 Funds, and may sell, convey or otherwise dispose of any Escrow Funds for such purpose. The security interest and setoff rights of the Escrow Agent shall at all times be valid, perfected and enforceable by the Adviser under this Agreement, Escrow Agent against 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 Parties and all third parties in accordance with the average daily net assets terms 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 ratiosEscrow Agreement. 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 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 consideration for services performed the performance of all of its duties and the facilities and personnel obligations as provided by the Adviser under in 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 monthincluding but not limited to, the sum costs and expenses associated with furnishing the services, personnel, facilities, leasehold improvements, fixtures, furniture, furnishings, equipment, inventories and supplies provided for herein, the MSO shall receive compensation in the form of monthly management fees (the "Management Fees") based upon a predetermined percentage of the amounts "Practice Revenues", as defined and determined in accordance with the provisions set forth in Schedule A 3 attached hereto calculated and incorporated herein by this reference, as such Schedule may be amended by the New PC and the MSO from time to time. It is acknowledged by and between the parties hereto that the MSO and/or its affiliates has (have) incurred substantial expenses and future obligations in accordance acquiring the capital stock of the MSO, acquiring or otherwise establishing the Orthodontic Offices, establishing its systems, including fees for consultants and other professionals, interest expense, lease obligations, and costs of furnishing or refurbishing the premises at which the Orthodontic Offices are located. The MSO has also assumed substantial obligations associated with the average daily net assets continuing operation of the indicated PortfolioOrthodontic Offices, including those of lessee, obligor and guarantor and obligor on loans to establish and operate the Orthodontic Offices. To The parties, therefore, having considered various compensation formulae, acknowledge and agree that in order for the extent required MSO to receive a fair and reasonable return for its expenses and obligations, and a fair return for the lease of the premises and equipment and for providing the services contemplated hereunder, that the agreed compensation is not excessive. The New PC acknowledges that the compensation arrangement is reasonable under the circumstances noted herein and has executed an Affidavit attesting to this fact which is attached hereto and incorporated herein as Exhibit C. In consideration of the foregoing, the parties agree that the monthly Management Fees payable to the MSO by the laws of any state in which the Trust is New PC for services rendered pursuant to this Agreement shall be reviewed and subject to an expense guarantee limitation, if adjustment at the aggregate expenses close of any Portfolio in any fiscal each 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 Term of this Agreement based upon industry standards of practice and the MSO's costs in performing the required services. If the parties cannot agree within thirty (30) days prior to the close of any such year on a day other than the last day terms of any adjustment to the month, the fee Management Fees for the period from following year, then the beginning then existing Management Fees shall remain in effect. The New PC specifically agrees that the MSO may defer actual receipt of its Management Fees and/or advance monies for purposes of managing the month in which termination occurs to New PC's cash flow, and the date of termination shall be prorated according to the proportion which MSO may repay itself such period bears to the full monthadvances or pay said deferred Management Fees when it deems appropriate.

Compensation. (a) As In consideration of the services to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the facilities “Construction Supervision Fee”) in connection with all interior and personnel provided by exterior construction renovation or repair activities at the Adviser under Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay to cost of such construction which shall include the Advisercosts of all related professional services and the cost of general conditions. (b) Unless otherwise agreed, promptly the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties 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 limitationthis Agreement; provided, if the aggregate however, that, reasonable travel 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 include expenses incurred for travel to and from the full amount Managed Premises by personnel assigned to work exclusively at the Managed Premises. (d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the advisory fee like for such year except its services under this Agreement. Except as may be elected otherwise specifically provided herein with respect to payment by Adviser in its discretion. For this purposeOwners of legal fees, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesaccounting fees, salaries, wages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges 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 monththird parties.

Compensation. (a) As In consideration of the services to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; (ii) a construction supervision fee (the “Construction Supervision Fee”) in connection with all interior and exterior construction renovation or repair activities at the facilities Managed Premises, including, without limitation, all tenant and personnel provided by capital improvements in, on or about the Adviser under Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay cost of such construction which shall include the costs of all related professional services and the cost of general conditions; and (iii) a renovation and repositioning fee (the “Major Renovation Fee”) in connection with all Major SL Capital Projects equal to three percent (3%) of the Advisercost of such Major SL Capital Projects which shall include the costs of all related professional services and the cost of general conditions. (b) Unless otherwise agreed, promptly the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee and the Major Renovation Fee shall each be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties 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 limitationthis Agreement; provided, if the aggregate however, that reasonable travel 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 include expenses incurred for travel to and from the full amount Managed Premises by personnel assigned to work exclusively at the Managed Premises. (d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the advisory fee like for such year except its services under this Agreement. Except as may be elected otherwise specifically provided herein with respect to payment by Adviser in its discretion. For this purposeOwners of legal fees, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesaccounting fees, salaries, wages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges 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 monththird parties.

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) 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. 20.01 (aA) As compensation for services performed and the facilities and personnel provided - JOB CLASSIFICATION When a new classification (which is covered by the Adviser under terms of this Agreementcollective agreement) is established by the Hospital, the Trust Hospital shall determine the rate of pay for such new classification and notify the local Union of the same. If the local Union challenges the rate, it shall have the right to request a meeting with the Hospital to endeavour to negotiate a mutually satisfactory rate. Such request will pay to the Adviser, promptly be made within ten (10) days after the end receipt of each month for notice from the services rendered by the Adviser during the preceding month, the sum Hospital of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliosuch new occupational classification and rate. To the extent required by the laws of any state in which the Trust is subject Any change mutually agreed 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 resulting from 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 meeting 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 retroactive to the date that notice of termination the new rate was given by the Hospital. If the parties are unable to agree, the dispute concerning the new rate may be submitted to arbitration as provided in the Agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be prorated according based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the proportion requirements of such classification. When the Hospital makes a substantial change in the job content of an existing classification which in reality causes such period bears classification to become a new classification, the Hospital agrees to meet with the Union if requested to permit the Union to make representation with respect to the full monthappropriate rate of pay. If the matter is not resolved following the meeting with the Union the matter may be referred to arbitration as provided in the agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the requirements of such classifications. The parties further agree that any change mutually agreed to or awarded as a result of arbitration shall be retroactive only to the date that the Union raised the issue with the Hospital. Notwithstanding the foregoing, if as a result of compensable illness or injury covered by WSIB. an employee is unable to carry out the regular functions of her position, the Hospital may, subject to its operational requirements, establish a special classification and salary in an endeavour to provide the employee with an opportunity of continued employment. This provision shall not be construed as a guarantee that such special classification(s) will be made available or continued.

Compensation. An annual fee shall be paid to the Indenture Trustee by the Master Servicer pursuant to a separate agreement between the Indenture Trustee and the Master Servicer. In addition, the Indenture Trustee and the Securities Administrator will each be entitled to recover from the Payment Account pursuant to Section 3.25 of this Indenture all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Indenture Trustee and the Securities Administrator, respectively, in connection with any breach of this Indenture or any claim or legal action (including any pending or threatened claim or legal action) or otherwise incurred or made by the Indenture Trustee or the Securities Administrator, respectively, in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its own negligence or intentional misconduct or which is the responsibility of the Noteholders as provided herein. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, each of the Indenture Trustee and the Securities Administrator and any director, officer, employee or agent of the Indenture Trustee or the Securities Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in the administration of this Indenture (other than its ordinary out of pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (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. Basic Documents or (b) Upon the Notes, other than any termination loss, liability or expense incurred by reason of its own negligence or intentional misconduct, or which is the responsibility of the Noteholders as provided herein. The Issuer's payment obligations to the Indenture Trustee and Securities Administrator pursuant to this Section 6.08 shall survive the discharge of this Agreement on a day other than Indenture and the last day termination or resignation of the monthIndenture Trustee or Securities Administrator. When the Indenture Trustee or the Securities Administrator incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the fee for the period from the beginning expenses are intended to constitute expenses of administration under Title 11 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 monthUnited States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

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 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. TWU will compensate Contractor a total compensation of $____________, which includes all expenses (a“Fee”) As compensation in exchange for the performance of work outlined in Exhibit A. Contractor shall submit detailed invoices describing the services performed rendered the person or persons rendering such services, the charges therefore, the times when such services were performed, compensable expenses and the facilities and personnel provided amount due. TWU will make payment in compliance with the rules governing payments of state agencies as outlined by the Adviser Texas Comptroller. Notwithstanding anything contained herein, no payment of amounts owed hereunder shall be considered past due or not paid when due except in accordance with Section 2251.021 of the Texas Government Code. Maximum Contract Value. The amount contained herein is the maximum contract value. If additional funding is required, it will be processed pursuant to the prior written approval of TWU. The delivery of any services undertaken by the Contractor, prior to receipt of any written approval by TWU, will be at the Contractors sole risk and expense. Upon completion of a phase (deliverable, task, item, etc) and acceptance by University, Contractor will submit an invoice setting forth amounts due to Contractor. Each invoice will be accompanied by documentation that University may reasonably request to support the invoice amount. University will, within thirty (30) days from the date it receives an invoice and supporting documentation, approve or disapprove the amount reflected in the invoice. If University approves the amount or any portion of the amount, University will promptly pay to Contractor the amount approved so long as Contractor is not in default under this Agreement. If University disapproves any invoice amount, the Trust University will pay give Contractor specific reasons for its disapproval in writing. Contractor will submit invoices 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 University as follows: Contractor will submit monthly invoices 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 ratiosUniversity. The Adviser’s fee shall invoices must be accrued daily at 1/365th of accompanied by a Time/Work Schedule for each Contractor employee contributing to hours billed. The Time/Work Schedule will contain 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.following information:

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 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. 20.01 (aA) As compensation for services performed and the facilities and personnel provided - JOB CLASSIFICATION‌ When a new classification (which is covered by the Adviser under terms of this Agreementcollective agreement) is established by the Hospital, the Trust Hospital shall determine the rate of pay for such new classification and notify the local Union of the same. If the local Union challenges the rate, it shall have the right to request a meeting with the Hospital to endeavour to negotiate a mutually satisfactory rate. Such request will pay to the Adviser, promptly be made within ten (10) days after the end receipt of each month for notice from the services rendered by the Adviser during the preceding month, the sum Hospital of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliosuch new occupational classification and rate. To the extent required by the laws of any state in which the Trust is subject Any change mutually agreed 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 resulting from 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 meeting 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 retroactive to the date that notice of termination the new rate was given by the Hospital. If the parties are unable to agree, the dispute concerning the new rate may be submitted to arbitration as provided in the Agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be prorated according based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the proportion requirements of such classification. When the Hospital makes a substantial change in the job content of an existing classification which in reality causes such period bears classification to become a new classification, the Hospital agrees to meet with the Union if requested to permit the Union to make representation with respect to the full monthappropriate rate of pay. If the matter is not resolved following the meeting with the Union the matter may be referred to arbitration as provided in the agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the requirements of such classifications. The parties further agree that any change mutually agreed to or awarded as a result of arbitration shall be retroactive only to the date that the Union raised the issue with the Hospital. Notwithstanding the foregoing, if as a result of compensable illness or injury covered by WSIB. an employee is unable to carry out the regular functions of her position, the Hospital may, subject to its operational requirements, establish a special classification and salary in an endeavour to provide the employee with an opportunity of continued employment. This provision shall not be construed as a guarantee that such special classification(s) will be made available or continued.

Compensation. (a) As compensation Subject to the provisions of this Article IV, Client agrees to pay Manager a management fee on a quarterly basis in arrears for services performed and the facilities and personnel provided by the Adviser under Manager to Client pursuant to this Agreement, . The management fee shall be equal to ** basis points (**%) (the Trust will pay to “Management Percentage”) multiplied by the Adviser, promptly after value of the Account Assets as of the end of the relevant calendar quarter, as determined by the Custodian’s records, divided by four (4). The parties acknowledge that the initial Management Percentage has been, and the Management Percentage applicable for each month calendar year thereafter will be, equal to the percentage resulting from dividing Manager’s budgeted direct and indirect costs and expenses for such period (the “Budgeted Costs”) as adjusted by any True-up (as defined below) for the services rendered prior year by Client’s estimated aggregate Account Assets for the Adviser during the preceding monthnext calendar year, 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 all 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 determinedgood faith. (b) Upon The parties will reestablish the Management Percentage for each calendar year in accordance with the following process; provided, however, that if the Management Percentage for such period exceeds by more than ten percent (10%) the Management Percentage applicable during the prior calendar year or portion thereof, such increase shall be submitted to the Insurance Authority for prior approval. By each September 15, Client shall provide Manager with a provisional forecast of Client’s Account Assets for the following calendar year together with an outline of any termination significant changes that Client proposes to implement to its investment strategy during the following calendar year. By each October 1, Manager shall provide Client with a detailed budget setting forth the expected Budgeted Costs to be incurred by Manager in order to provide services to Client for the following calendar year along with reasonable documentation in support of such budget (collectively, the “Proposal”). Client shall promptly review the Proposal and shall accept or reject the Proposal, in Client’s reasonable discretion, by no later than November 1; provided, however, if Client rejects the Proposal it shall provide Manager with a written explanation for such rejection. If Client rejects the Proposal, Client and Manager will work in good faith to resolve all issues so that the Proposal is acceptable to both parties no later than December 1. As promptly as possible, but in no event later than January 15 of each year, Client shall provide Manager its final forecast of Account Assets for the calendar year and any significant changes to Client’s investment strategy that Client proposes to implement during the calendar year. Within five (5) business days following receipt of such information, Manager shall calculate the difference between the management fees paid or payable by Client to Manager for the prior year under this Agreement (and under the Original Agreement for the portion of 2004 that such agreement remained in effect) and Manager’s actual direct and indirect costs and expenses of providing services (“Actual Costs”) during such period (such difference is referred to as the “True-up”) and shall provide the True-up and proposed Management Percentage to Client. The calculation of any True-up shall not give effect to fees received by Manager or reductions in fees otherwise owed to Manager as a result of a prior True-up. The True-up shall be added to or subtracted from, as applicable, the Budgeted Costs set forth in the approved Proposal and shall be reflected in the Management Percentage established for the following calendar year. If Manager is entitled to the benefit of the True-up because Actual Costs exceeded Budgeted Costs, the True-up added to Budgeted Costs for the following calendar year shall be the lesser of the actual True-up or an amount equal to 10% of Budgeted Costs for the prior calendar year; provided however, that any Actual Costs that were not included in the approved Proposal for the year but were previously approved in writing by Client in consultation with Manager during such year shall not be included when applying the 10% cap. The Manager shall provide Client with reasonable back-up documentation supporting Manager’s calculation of the True-up. Client shall approve or reject the True-Up and the Management Percentage not later than five (5) business days after receipt thereof from Manager. The Management Percentage shall be implemented as if it were effective as of the prior January 1. If the parties are unable to agree on a revised Proposal, the True-up or the Management Percentage, the then existing Management Percentage shall remain in effect until the parties agree on a revised Proposal and True-up. If the parties are unable to agree on the Proposal, the Management Percentage and the True-up by February 15, the Budgeted Costs and Management Percentage (which shall reflect the True-up) shall be established pursuant to the Arbitration process described in Article VIII of this Agreement on a day other than the last day Agreement. Both parties understand that time is of the monthessence with respect to this subsection. For purposes of all dates set forth in this subsection, if such date is not a business day, then such date shall be deemed to be the fee next calendar day that is a business day. (c) Manager shall submit to Client within thirty (30) days following each calendar quarter, a written statement of the amount owed by Client for the period from the beginning previous quarter. Client shall pay Manager undisputed amounts within thirty (30) days following receipt 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 monthstatement.

Compensation. ‌ 20.01 (aA) As compensation for services performed and the facilities and personnel provided – JOB CLASSIFICATION‌ When a new classification (which is covered by the Adviser under terms of this Agreementcollective agreement) is established by the Hospital, the Trust Hospital shall determine the rate of pay for such new classification and notify the local Union of the same. If the local Union challenges the rate, it shall have the right to request a meeting with the Hospital to endeavour to negotiate a mutually satisfactory rate. Such request will pay to the Adviser, promptly be made within ten (10) days after the end receipt of each month for notice from the services rendered by the Adviser during the preceding month, the sum Hospital of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliosuch new occupational classification and rate. To the extent required by the laws of any state in which the Trust is subject Any change mutually agreed 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 resulting from 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 meeting 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 retroactive to the date that notice of termination the new rate was given by the Hospital. If the parties are unable to agree, the dispute concerning the new rate may be submitted to arbitration as provided in the Agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be prorated according based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the proportion requirements of such classification. When the Hospital makes a substantial change in the job content of an existing classification which in reality causes such period bears classification to become a new classification, the Hospital agrees to meet with the Union if requested to permit the Union to make representation with respect to the full monthappropriate rate of pay. If the matter is not resolved following the meeting with the Union the matter may be referred to arbitration as provided in the agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the requirements of such classifications. The parties further agree that any change mutually agreed to or awarded as a result of arbitration shall be retroactive only to the date that the Union raised the issue with the Hospital. Notwithstanding the foregoing, if as a result of compensable illness or injury covered by WSIB. an employee is unable to carry out the regular functions of their position, the Hospital may, subject to its operational requirements, establish a special classification and salary in an endeavour to provide the employee with an opportunity of continued employment. This provision shall not be construed as a guarantee that such special classification(s) will be made available or continued.

Compensation. (a) As compensation 4.1 It is understood and agreed between the parties to this Agreement that full and complete payment for services performed and the facilities and personnel all Services provided by the Adviser under in accordance with 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, Agreement shall not exceed the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) per Work Order (“Total Compensation”) for the amounts Services described in a single RFWOP. The Parties understand and agree that the combined cumulative value of all Work Order Packages and Requests awarded to CONSULTANT during the initial twelve (12) months following the Effective Date, as defined herein, and each twelve (12) month period thereafter during the Term of the Agreement shall not exceed the sum of One Million Dollars ($1,000,000.00), excluding change orders. Any unused portion of this annual limit shall expire and not carry over to increase the dollar limit of Work that may be awarded in the subsequent twelve-month period. The total compensation payable to CONSULTANT for the entire Term of this Agreement shall not exceed Five Million Dollars ($5,000,000.00). ANAHEIM shall pay the Total Compensation in the manner set forth in Schedule A attached hereto calculated the Work Order. 4.2 The Parties understand and agree that each RFWOP will request, and each Work Order Proposal will provide, the CONSULTANT rate sheet and a total not-to-exceed amount for the Services described in the RFWOP. CONSULTANT shall invoice ANAHEIM for the Services rendered pursuant to this Agreement in accordance with the average daily net assets hourly rates and other costs set forth in CONSULTANT's rate sheet, up to the not-to-exceed amount provided in the Notice to Proceed. CONSULTANT and ANAHEIM agree that no changes to the rates set forth in CONSULTANT's rate sheet shall be made without the prior written approval of ANAHEIM. 4.3 If a Work Order provides for the indicated Portfolio. To the extent required by the laws reimbursement 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 ANAHEIM shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and reimburse CONSULTANT for only those out-of-pocket 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 Work Order. Reimbursable expenses invoiced to ANAHEIM shall not exceed any cap on reimbursable expenses set forth in the Trust and, on days on which Work Order unless the net assets additional reimbursable expenses are not so determined, the net asset computation to be used first approved in writing by ANAHEIM. The Total Compensation dollar amount established in Section 4.1 shall be as determined on the next day on which the net assets shall have been determinedinclusive of all reimbursable expenses and subconsultant fees. (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 to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its sole compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the facilities “Construction Supervision Fee”) in connection with all interior and personnel provided by exterior construction renovation or repair activities at the Adviser under Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay to cost of such construction which shall include the Advisercosts of all related professional services and the cost of general conditions. (b) Unless otherwise agreed, promptly the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties 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 limitationthis Agreement; provided, if the aggregate however, that, reasonable travel 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 include expenses incurred for travel to and from the full amount Managed Premises by personnel assigned to work exclusively at the Managed Premises. (d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the advisory fee like for such year except its services under this Agreement. Except as may be elected otherwise specifically provided herein with respect to payment by Adviser in its discretion. For this purposeOwners of legal fees, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesaccounting fees, salaries, wages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges 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 monththird parties.

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 In consideration of the services to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its sole compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the facilities “Construction Supervision Fee”) in connection with all interior and personnel provided by exterior construction renovation or repair activities at the Adviser under Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair performed by maintenance staff, equal to five percent (5%) of the Trust will pay to cost of such construction which shall include the Advisercosts of all related professional services and the cost of general conditions. (b) The Fee shall be due and payable monthly, promptly in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered Managed Premises while performing its duties in accordance with this Agreement; provided, however, that reasonable travel expenses shall not include expenses incurred for travel to and from the Managed Premises by personnel assigned to work exclusively at the Adviser during Managed Premises. (d) Managing Agent shall also receive the preceding month, the amount of any lump sum reimbursables paid by tenants of the Managed Premises to the extent amounts paid exceed costs incurred by Owners for work performed with respect thereto. (e) Except as set forth in Schedule A attached hereto calculated Section 2 of this Agreement, Managing Agent shall be entitled to no other additional compensation or reimbursement, whether in accordance the form of commission, bonus or the like for its services under this Agreement. Except as otherwise specifically provided herein with the average daily net assets respect to payment by Owners of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitationlegal fees, 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)accounting fees, the Adviser agrees to waive such portion of its advisory fee in excess of the limitationsalaries, 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 expenseswages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges of the month in which termination occurs to the date of termination such third parties. Managing Agent shall be prorated according to the proportion which such period bears to the full monthnot, however, hire any third party without Owners’ prior written consent.

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. An annual fee shall be paid to the Indenture Trustee by the Master Servicer pursuant to a separate agreement between the Indenture Trustee and the Master Servicer. In addition, the Indenture Trustee and the Securities Administrator will each be entitled to recover from the Payment Account pursuant to Section 4.05(a) of the Sale and Servicing Agreement all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Indenture Trustee and the Securities Administrator, respectively, in connection with any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) or otherwise incurred or made by the Indenture Trustee or the Securities Administrator, respectively, in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its own negligence or intentional misconduct or which is the responsibility of the Noteholders as provided herein. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, each of the Indenture Trustee and the Securities Administrator and any director, officer, employee or agent of the Indenture Trustee or the Securities Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in the administration of this Agreement (other than its ordinary out of pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (a) As compensation for services performed the Basic Documents or (b) the Notes, other than any loss, liability or expense incurred by reason of its own negligence or intentional misconduct, or which is the responsibility of the Noteholders as provided herein. Notwithstanding the foregoing, the Indenture Trustee and any director, officer, employee or agent of the facilities and personnel provided Indenture Trustee shall also be indemnified by the Adviser under this AgreementTrust and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in 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 administration 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 Corridor Contract or 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 claim or legal action relating to the Trust, Corridor Contract which is 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 responsibility of the applicable annual rate set forth aboveNoteholders as provided herein. For Such indemnity and agreement to hold harmless shall survive 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 monthIndenture Trustee and the Securities Administrator, as applicable, hereunder. The Issuer's payment obligations to the Indenture Trustee and Securities Administrator pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or resignation of the Indenture Trustee or Securities Administrator. When the Indenture Trustee or the Securities Administrator incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the fee for the period from the beginning expenses are intended to constitute expenses of administration under Title 11 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 monthUnited States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

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 Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to compensation as stated in the schedule attached hereto as Schedule II, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for services performed all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including attorney’s fees. Neither the modification, cancellation, termination, resignation or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the facilities Company shall direct all such amounts to be paid directly at any such closing. As security for the due and personnel provided punctual performance of any and all of the Company’s obligations to the Escrow Agent hereunder, now or hereafter arising, the Company hereby pledges, assigns and grants to the Escrow Agent a continuing security interest in, and a lien on and a right of setoff against, the Escrow Funds and all distributions thereon, investments thereof or additions thereto. 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 Funds, and may sell, convey or otherwise dispose of any Escrow Funds for such purpose. The security interest and setoff rights of the Escrow Agent shall at all times be valid, perfected and enforceable by the Adviser under this Agreement, Escrow Agent against 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 Parties and all third parties in accordance with the average daily net assets terms 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 ratiosEscrow Agreement. 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 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 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 compensation The Contractor will be compensated for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust Services as follows: A. OSC will pay to the Adviser, promptly after the end of each month Contractor for the services rendered by Services at the Adviser during the preceding month, the sum of the amounts rates set forth in Schedule A attached hereto calculated Attachment 1 (Fee Schedule). In the event that the Contractor makes a Physician available to OSC whose fees are outside those set forth in Attachment 1, OSC may request the assignment of that Physician to a specific matter where, in OSC’s discretion, such assignment is in the best interest of OSC. The rate payable for these services will be mutually agreed upon by the parties and shall not exceed two times the IME specialty fees listed in Attachment 1. In the event an IME with such Physician is cancelled within 48 hours of the scheduled IME or the Member does not attend the scheduled IME, the amount payable will not exceed two times the cancellation fee listed in Attachment 1. B. The Contractor, or Physician on Contractor’s behalf, must obtain pre-approval from NYSLRS for any single test that costs in excess of $500. Any test conducted by a third-party provider as part of an authorized IME will be billed through the Contractor. Upon payment by OSC, the Contractor will be responsible for the prompt payment of such testing expense to the third-party provider. Failure to obtain pre-approval from NYSLRS may result in NYSLRS’s refusal to pay any such testing expense. C. The Contractor will be paid in accordance with the average daily net assets fees set forth in Attachment 1 for a Physician’s preparation for and attendance at a hearing. Should there be extenuating circumstances, such as a hearing exceeding 90 minutes, or the requirement that the Physician review an extraordinary volume of records as part of the indicated Portfoliopreparation for a hearing, the hearing fee may be modified by NYSLRS upon timely request, reasonably made, at the sole discretion of OSC. D. OSC reserves the right to re-negotiate rates in the best interests of OSC. At any time during the term of this Agreement, OSC may provide Contractor with an updated Attachment 1, which shall be effective no earlier than 60 days after receipt. E. Total compensation under this Agreement shall not exceed $1,500,000.00. F. Travel expense reimbursement will be paid to the Contractor only where OSC has authorized travel in advance. OSC will limit such reimbursement to the following unless written authorization to exceed the specified limits, or to include other items of expense, is obtained in advance: 1. To the extent required permissible under New York State law, OSC will pay Contractor’s travel and meals while traveling out of town on business relating to the Services. Travel expense reimbursement will be paid in accordance with guidelines established by the laws Office of any state in which the Trust is subject to an expense guarantee limitationState Comptroller (see OSC Travel Manual, if available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇.▇▇.▇▇/agencies/travel/manual.pdf). For current per diem reimbursement rates only, visit the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year U.S. General Services Administration (calculated on a daily basis“GSA”) Domestic Per Diem Page (currently available at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/travel/plan-book/per-diem-rates), the Adviser agrees to waive as 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 rates may be elected by Adviser in its discretionamended from time to time. 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 OSC will 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 air travel 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 determinedcoach rates. (b) Upon any termination 2. Reimbursement for pre-approved travel expenses will be made upon submission of this Agreement on a day other than the last day appropriate invoices accompanied by copies of the month, the fee receipts 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 monthindividual expenses.

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 services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will 2.1. Buyer 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 Buyer 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 Buyer 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 Buyer 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 Buyer may reasonably request to verify any invoice submitted by Seller. 2.3. Within thirty (30) days after ▇▇▇▇▇'s receipt of each invoice, Buyer 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 ▇▇▇▇▇ from the Owner. All amounts payable under this Agreement and any Task Order are denominated in United States dollars, and Buyer shall pay all such amounts in lawful money of the United States. Buyer 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 ▇▇▇▇▇ 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 ▇▇▇▇▇’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. ▇▇▇▇▇ 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 ▇▇▇▇▇.

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. 20.01 (aA) As compensation for services performed and the facilities and personnel provided - JOB CLASSIFICATION‌ When a new classification (which is covered by the Adviser under terms of this Agreementcollective agreement) is established by the Hospital, the Trust Hospital shall determine the rate of pay for such new classification and notify the local Union of the same. If the local Union challenges the rate, it shall have the right to request a meeting with the Hospital to endeavour to negotiate a mutually satisfactory rate. Such request will pay to the Adviser, promptly be made within ten (10) days after the end receipt of each month for notice from the services rendered by the Adviser during the preceding month, the sum Hospital of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfoliosuch new occupational classification and rate. To the extent required by the laws of any state in which the Trust is subject Any change mutually agreed 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 resulting from 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 meeting 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 retroactive to the date that notice of termination the new rate was given by the Hospital. If the parties are unable to agree, the dispute concerning the new rate may be submitted to arbitration as provided in the Agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be prorated according based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the proportion requirements of such classification. When the Hospital makes a substantial change in the job content of an existing classification which in reality causes such period bears classification to become a new classification, the Hospital agrees to meet with the Union if requested to permit the Union to make representation with respect to the full monthappropriate rate of pay. If the matter is not resolved following the meeting with the Union the matter may be referred to arbitration as provided in the agreement within fifteen (15) days of such meeting. The decision of the Board of Arbitration (or Arbitrator as the case may be) shall be based on the relationship established by comparison with the rates for other classifications in the bargaining unit having regard to the requirements of such classifications. The parties further agree that any change mutually agreed to or awarded as a result of arbitration shall be retroactive only to the date that the Union raised the issue with the Hospital. Notwithstanding the foregoing, if as a result of compensable illness or injury covered by WSIB an employee is unable to carry out the regular functions of her position, the Hospital may, subject to its operational requirements, establish a special classification and salary in an endeavour to provide the employee with an opportunity of continued employment. This provision shall not be construed as a guarantee that such special classification(s) will be made available or continued.

Compensation. (a) As The Custodian shall be entitled to be paid by each Owner a fee as compensation for its services performed as set forth in the separate Fee Letter (the “Fee Letter”) agreed to by each Owner and the facilities Custodian. Except as otherwise noted, this fee covers account acceptance, set up and personnel provided by the Adviser under termination expenses, plus usual and customary related administrative services such as safekeeping, investment, collection and distribution of assets, including normal record-keeping/reporting requirements. Any additional services beyond those specified in this Agreement, the Trust will pay or activities requiring excessive administrator time or out-of-pocket expenses, shall be performed only after reasonable prior notice is given to the Adviser, promptly after the end of each month for the services rendered Custodian by the Adviser during Owners and shall be deemed extraordinary expenses for which related costs, transaction charges and additional fees will be billed at 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 PortfolioCustodian's standard charges for such items. 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 Each Owner agrees to waive such portion of its advisory fee in excess of pay or reimburse the limitation, but such waiver shall not exceed the full amount of the advisory fee Custodian for such year except as may be elected by Adviser in its discretion. For this purpose, aggregate all out-of-pocket costs and 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, (including without limitation reasonable fees and expenses incurred of legal counsel) incurred, and any disbursements and advances made, in connection with the distribution preparation, negotiation or execution of Trust sharesthis Agreement, and extraordinary expenses including litigation expenses. In or in connection with or pursuant to consummation of the event any amounts are so contributed transactions contemplated hereby, or the administration of this Agreement or performance 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 Custodian 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 its duties 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 determinedservices under this Agreement. (b) Upon Each Owner hereby grants to the Custodian a lien on all Custodial Assets for all indebtedness that may become owing to the Custodian hereunder, which lien may be enforced by the Custodian by set-off or appropriate foreclosure proceedings. In this regard, if any Owner is unwilling or unable to pay the Custodian any amounts due hereunder or to indemnify any indemnified party hereunder, the Custodian may, in its sole discretion, withdraw any cash in the account, or, if insufficient, liquidate a portion of the Custodial Assets, and the Custodian shall use such cash or deduct from such proceeds any fees, expenses and indemnities that it (or any indemnified party) may be due hereunder. Each Owner hereby consents to and authorizes such action by the Custodian, and the Custodian shall have no liability for any action taken pursuant to this authorization. Notwithstanding anything to the contrary in this Agreement, none of the Custodian nor any agent or affiliate of the Custodian shall have any power or authority to assign, hypothecate, pledge, grant any third party any interest in, or otherwise dispose of the Custodial Assets or Asset Documents, except as provided herein or pursuant to Proper Instructions. The Custodian agrees to provide the Adviser or the applicable Owner with written notice prior to taking any action pursuant to this Section 2(b). The payment obligations to the Custodian pursuant to this Section 2 shall survive the termination of this Agreement on a day other than and 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 monthCustodian.

Compensation. Tenant shall, during the entire term hereof, keep in full force worker’s compensation insurance in the maximum amount permitted under California law. Landlord may require such insurance coverage to be increased after the first five years of the term of this Lease, provided that such increase shall not cause the required limits of coverage to exceed those then commonly prevailing in the marketplace for similar situations. The policy(s) shall name Landlord, any person, firms or corporations designated by Landlord, and Tenant as insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord twenty (a20) As compensation for services performed and the facilities and personnel provided days prior notice. The insurance shall be in an insurance company licensed by the Adviser State of California and a copy of the policy or a certificate of insurance shall be delivered to Landlord prior to the commencement of the term of this Lease. In no event shall the limits of said insurance policies be considered as limiting the liability of Tenant 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 expensesLease. In the event that Tenant shall fail to obtain or maintain in full force and effect any amounts are so contributed insurance coverage required to be obtained by the Adviser Tenant under this Lease, Landlord may procure same from insurance carriers as Landlord may deem proper, irrespective that a lesser premium for such insurance coverage may have been obtained from another insurance carrier, and Tenant shall pay as additional rent, upon demand of Landlord, any and all premiums, costs, charges and expenses incurred or expended by Landlord in obtaining such insurance. Notwithstanding shall procure insurance coverage required of Tenant hereunder, Landlord shall in no manner be liable to the TrustTenant for any insufficiency or failure of coverage with regard to such insurance or any loss to Tenant occasioned thereby, and additionally, the Trust agrees procurement of such insurance by Landlord shall not relieve Tenant of its obligations under this Lease 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 maintain insurance coverage in the manner types and on the dates set forth in the current prospectus of the Trust andamounts herein specified, on days on which the net assets are not so determined, the net asset computation and Tenant shall nevertheless hold Landlord harmless from any loss or damage incurred or suffered by Landlord from Tenant’s failure to be used shall be as determined on the next day on which the net assets shall have been determinedmaintain such insurance. (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. This is a Cost Plus Fixed Fee Agreement. The STATE shall compensate the CONSULTANT for allowable direct and indirect costs incurred, together with a Fixed Fee, up to a maximum Project amount of $ total cost (aprime and subs) As compensation for satisfactorily performing the work. In addition to this limitation on total compensation, the limitations set forth below on specific categories of costs shall also apply. The CONSULTANT agrees that all funds are subject to appropriations and the availability of funds. 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 Extra Work modifications. Invoices will not be rejected if cumulative costs exceed various line item cost ceilings such as direct salary, direct expenses, field overhead, or individual sub-consultant ceilings. Any ▇▇▇▇▇▇▇▇ in excess of allowable fee will be reduced to the current allowable ceiling amount. Monthly invoices must detail actual costs versus budgeted for each of the contract line items. This Agreement does not create for 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 Extra Work services needed to complete the project 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 CONSULTANT solely for the Project 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 field 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 and modifications, if any, shall be treated as allowable indirect costs. Unallowable costs are those costs identified in the Agreement as unallowable or non-reimbursable; costs identified as unallowable or non-reimbursable by New Jersey Department of 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 one of the categories specified in the previous sentence, they shall be considered unallowable costs. 3. The STATE shall reimburse the CONSULTANT upon receipt of properly prepared monthly invoices for those portions of its allowable direct labor and indirect costs incurred for Project work. The STATE shall reimburse the CONSULTANT for direct salary, direct salary premium and field overhead costs up to the following maximum allowable costs: Direct Salary Costs: $ salary cost Direct Salary Premium Cost: $ salary premium cost Field Overhead Costs: $ field overhead cost The STATE shall reimburse the CONSULTANT for the following allowable direct salary, direct salary premium, and field 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 amount authorized by the STATE. If the agreement cost proposal provides for salary escalation, costs for salary escalation are intended solely to provide funding as a contingency in the budget for the Agreement, and it does not create the right to any salary escalation during the performance of the Agreement. With the agreement 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 Consultant Agreement Modifications or Consultant Agreement Addenda is required. 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 Consultant Agreement Modification 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 overtime is, in fact, paid by the CONSULTANT. An audited percentage of allowable direct salary costs incurred at the approved interim field overhead rate. For interim billing purposes, the STATE shall pay the CONSULTANT, known as consultant name here, XXX%, of allowable straight‑time hourly wage incurred. The final field 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 personnel provided return, except no reimbursement will be made for the first one-half hour of travel time in each direction. The final field 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. 4. The STATE shall reimburse the CONSULTANT for the following allowable direct expenses: Costs incurred for the following itemized expenses as authorized by the Adviser under STATE which are directly chargeable to the Project, and not normally provided as part of field overhead, up to an amount not to exceed $ direct expense cost. 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 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 employee resigns prior to the completion of the need employees services, the CONSULTANT shall refund or credit to the STATE all relocation costs paid for that employee. If, during the duration of this Agreement, the Trust will pay CONSULTANT determines that the costs to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding month, the sum be incurred in any of the amounts cost categories set forth in Schedule A attached hereto calculated in accordance with Part II.A.3.a - d or Part II.A.4.a will be less than the average daily net assets category limitations contained therein, the CONSULTANT may ask the STATE to transfer the excess monies to one of the indicated Portfolioother categories to cover the cost of additional work or anticipated overages within the scope of the Agreement or a previously executed extra work Consultant Agreement Modification. To The CONSULTANT must provide the extent required by STATE with a complete written justification for the laws of any state in which transfer and gain approval from the Trust is subject to an expense guarantee limitation, if STATE before performing 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 proposed additional work or before incurring costs in excess of the a category 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 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 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 compensation Subject to and in accordance with the Priority of Payments and other applicable terms of the Credit Agreement, the Borrower shall pay to the Collateral Manager, for services performed and the facilities and personnel provided by the Adviser rendered under this Agreement, the Trust will pay Collateral Management Fees pursuant to the Adviser, promptly after Priority of Payments and payable in arrears on each Quarterly Payment Date to the end of each month for extent provided in the services rendered Credit Agreement; provided that the Collateral Management Fee payable on any Quarterly Payment Date shall not include any such fee (or any portion thereof) that has been waived or deferred by the Adviser Collateral Manager. The Collateral Manager may, in its sole discretion (but shall not be obligated to), elect to waive all or any portion of the Collateral Management Fee and may defer all or a portion of the Collateral Management Fee payable to the Collateral Manager on any Quarterly Payment Date. Any such election shall be made by the Collateral Manager by delivering written notice thereof to the Collateral Agent and the Administrative Agent no later than the Calculation Date immediately prior to such Quarterly Payment Date; provided that, any such waiver (but not deferral) shall be permanent and irrevocable. Any election to waive or defer all or a portion of the Collateral Management Fee may also take the form of written standing instructions thereto; provided that such standing instructions may be rescinded by the Collateral Manager at any time except during the preceding monthperiod between a Calculation Date and the related Quarterly Payment Date. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, commencing on the Closing Date and continuing at all times while AB Private Credit Investors or an Affiliate thereof is the Collateral Manager, the sum Collateral Manager hereby waives payment of the amounts set forth Collateral Management Fee in Schedule A attached hereto calculated its entirety. Such waiver shall be permanent and irrevocable so long as AB Private Credit Investors or an Affiliate thereof is the Collateral Manager. (b) Unless otherwise specified herein or in the Credit Agreement, the Collateral Manager shall be responsible for all of its ordinary expenses and costs incurred by it in the performance of its services under this Agreement; provided that the Borrower shall bear, or reimburse the Collateral Manager for, to the extent funds are available therefor in accordance with and subject to the average daily net assets limitations contained in the Credit Agreement, the following expenses and costs (which shall constitute “Administrative Expenses” under the Credit Agreement): (i) any fees, expenses or other amounts payable to the Rating Agency, any web service provider, and any accountants, counsel and other professional advisors engaged by the Collateral Manager on behalf of the indicated Portfolio. To the extent required Borrower; (ii) any reasonable, out-of-pocket costs and expenses incurred by the laws Collateral Manager in the performance of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses its obligations and exercise of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)its rights under this Agreement, the Adviser agrees to waive such portion of its advisory fee Credit Agreement or any other Loan Document or in excess of connection with 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, Managed Assets; (iii) any reasonable fees and chargesexpenses incurred by it to employ outside lawyers, consultants or outside professionals (but shall exclude interestnot including, taxesfor the avoidance of doubt, brokerage fees on portfolio transactionsemployee salaries) reasonably necessary with respect to its obligations and rights under this Agreement, excluding, however, any such fees and expenses incurred in connection with any dispute between the distribution Collateral Manager and the Administrative Agent or any Lender relating to this Agreement or the Credit Agreement; (iv) brokerage commissions paid on an arms-length basis, transfer fees, registration costs, taxes and other similar costs and transaction related expenses and fees arising out of Trust sharestransactions effected for the Borrower’s account; (v) reasonable, out-of-pocket expenses of communicating with the Administrative Agent and/or the Lenders (including the portion of the expenses of visiting Lenders attributable to such Lenders’ lending under Credit Agreement); and (vi) any reasonable, out-of-pocket fees and expenses incurred by the Collateral Manager to employ asset pricing, asset valuation and asset rating services, and extraordinary expenses including litigation expenses. In the event any amounts third party accounting, programming, software, data entry and other services that are so contributed retained by the Adviser to Borrower or by 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 Collateral Manager on behalf of the applicable annual rate set forth above. For Borrower in order to provide the purpose of accruing compensation, services provided by 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 Collateral Manager pursuant to be used shall be as determined on the next day on which the net assets shall have been determinedthis Agreement. (bc) Upon any termination of If this Agreement on a day other than is terminated for any reason or the Collateral Manager resigns or is removed, then the removed Collateral Manager shall be entitled to receive any accrued and unpaid Collateral Management Fees which remain due and owing pro rata with the payment of any accrued and unpaid Collateral Management Fees to the replacement Collateral Manager, and reimbursement of reasonable expenses when payable in accordance with the Priority of Payments and prorated for any partial period elapsing from the last day of the monthprior Due Period to (but excluding) the effective date of such termination, resignation or removal (which shall be such day as the fee for successor Collateral Manager has accepted its appointment in writing). Such Collateral Management Fees due to a removed Collateral Manager shall be due and payable on each Quarterly Payment Date, commencing on the period from the beginning of the month in which termination occurs to first Quarterly Payment Date following the date of termination shall be prorated according such termination, resignation or removal, subject to the proportion which such period bears to the full monthPriority of Payments.

Compensation. (a) As compensation for services performed and The Depositor shall receive at 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 times set forth in Schedule A attached hereto calculated Section 3.05(c) as compensation for performing portfolio supervisory services, such amount, and for such periods, as are specified under ‘Summary of Essential Information’ in accordance with the average daily net assets Prospectus. The computation of such compensation shall be made on the basis of the indicated Portfoliogreatest principal amount of bonds in a Trust at any time during the period for which such compensation is being computed. To At no time, however, will the extent required total amount received by the laws Depositor for services rendered to all series of any state in which the Tax Exempt Securities 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)aggregate cost to the Depositor of supplying such services in such calendar year, except to the Adviser agrees extent permitted by law. Such rate may be increased from time to waive such portion of its advisory fee in excess time, without the consent or approval of the limitationUnit Holders or the Trustee, but such waiver shall by amounts not exceed exceeding the full amount percentage of the advisory fee total increase during the period from the date of such Reference Trust Agreement to the date of such increase, in consumer prices for such year except services 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 measured by the Adviser to the TrustUnited States Department of Labor Consumer Price Index All Services Less Rent or, the Trust agrees to reimburse the Adviser for any expenses waivedif such Index is no longer published, 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 a similar index to be used shall be as determined on by the next day on which Trustee and the net assets shall have been determinedDepositor. (b) Upon The Depositor shall receive, as reimbursement for any termination bookkeeping and related administrative services performed by the Depositor on behalf of this Agreement on a day other than Trust of a character normally performed by the last day Trustee, such amounts as the Depositor, in writing, shall direct the Trustee to pay, provided that the total amount paid to the Depositor for such services in any calendar year shall not exceed the aggregate cost to the Depositor of supplying such services in such calendar year, except to the extent permitted by law and provided further that the Trustee shall not reimburse the Depositor for services currently performed for the Trust by the Trustee. In the event that any amount of the monthcompensation paid to the Depositor pursuant to Section 3.05 is found to be an improper charge against a Trust, the fee Depositor shall reimburse the Trust in such amount. A charge shall be considered improper only if a final judgment or order for reimbursement of a Trust shall be rendered against the period from the beginning of the month Depositor and such judgment or order shall not be effectively stayed or a final settlement is established in which termination occurs the Depositor agree to reimburse the Trust for amounts paid to the date of termination Depositor pursuant to this Section 8.07.” (o) Article III shall be prorated according to amended by adding at the proportion which such period bears to end thereof the full month.following:

Compensation. (a) As compensation The Contractor will be compensated for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust Services as follows: A. OSC will pay to the Adviser, promptly after the end of each month Contractor for the services rendered by Services at the Adviser during the preceding month, the sum of the amounts rates set forth in Schedule A attached hereto calculated Attachment 1 (Fee Schedule). In the event that Contractor makes a Physician available to OSC whose fees are outside those set forth in Attachment 1, OSC may request the assignment of that Physician to a specific matter where, in OSC’s discretion, such assignment is in the best interest of OSC. The rate payable for these services will be mutually agreed upon by both parties and shall not exceed two times the IME specialty fees listed in Attachment 1. In the event an IME with such physician is cancelled within 48 hours of the scheduled IME or the Member does not attend the scheduled IME, the amount payable will not exceed two times the cancellation fee listed in Attachment 1. B. The Contractor, or Physician on Contractor’s behalf, must obtain pre-approval from the System for any single test that costs in excess of $500. Any test conducted by a third-party provider as part of an authorized IME will be billed through the Contractor. Upon payment by the System, the Contractor will be responsible for the prompt payment of such testing expense to the third-party provider. Failure to obtain pre-approval from the System may result in the System’s refusal to pay any such testing expense. C. The Contractor will be paid in accordance with the average daily net assets fees set forth in Attachment 1 for a Physician’s preparation for and attendance at a hearing. Should there be extenuating circumstances, such as a hearing of unusually long duration, or the requirement that the Physician review an extraordinary volume of records as part of the indicated Portfoliopreparation for a hearing, the hearing fee may be modified upon timely request, reasonably made, and at the sole discretion of OSC. D. OSC reserves the right to re-negotiate rates in the best interests of OSC. At any time during the term of this Agreement, OSC may provide Contractor with an updated Attachment 1, which shall be effective no earlier than 60 days after receipt. E. Total compensation under this Agreement shall not exceed $1,500,000.00. F. Travel expense reimbursement will be paid to the Contractor only where OSC has authorized travel in advance. OSC will limit such reimbursement to the following unless written authorization to exceed the specified limits, or to include other items of expense, is obtained in advance: 1. To the extent required permissible under New York State Law, OSC will pay Contractor’s travel and meals while traveling out of town on business relating to the Services. Travel expense reimbursement will be paid in accordance with guidelines established by the laws Office of any state in which the Trust is subject to an expense guarantee limitationState Comptroller (see OSC Travel Manual, if available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇.▇▇.▇▇/agencies/travel/manual.pdf). For current per diem reimbursement rates only, visit the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year U.S. General Services Administration (calculated on a daily basis“GSA”) Domestic Per Diem Page (currently available at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/travel/plan-book/per-diem-rates), the Adviser agrees to waive as 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 rates may be elected by Adviser in its discretionamended from time to time. 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 OSC will 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 air travel 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 determinedcoach rates. (b) Upon any termination 2. Reimbursement for pre-approved travel expenses will be made upon submission of this Agreement on a day other than the last day appropriate invoices accompanied by copies of the month, the fee receipts 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 monthindividual expenses.

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 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 Subject to the provisions of this Article IV, the Customer agrees to pay the Investment Manager a management fee on a quarterly basis in arrears for services performed and the facilities and personnel provided Services. The management fee shall be equal to ** basis points (**%) (the “Management Percentage”) multiplied by the Adviser under this Agreement, value of the Trust will pay to the Adviser, promptly after Account Assets as of the end of the relevant calendar quarter, as determined by the Custodian’s records, divided by four (4). The Customer agrees to pay an estimate (determined in good faith by the Investment Manager) of this amount in monthly installments in advance with any difference between the amount paid and the amount due being set against the actual quarterly fee. The parties acknowledge that the initial Management Percentage has been, and the Management Percentage applicable for each month calendar year thereafter, will be equal to 105% of the percentage resulting from dividing the Investment Manager’s budgeted direct and indirect costs and expenses for providing the Services for such period (the “Budgeted Costs”) as adjusted by any True-up for the services rendered prior year by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the Customer’s estimated 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 Account Assets 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 determinedcalendar year. (b) Upon The parties will reestablish the Management Percentage for each calendar year in accordance with the following process. By each September 15, the Customer shall provide the Investment Manager with a provisional forecast of the Customer’s Account Assets for the following calendar year together with an outline of any termination significant changes that the Customer proposes to implement to its investment strategy during the following calendar year. By each October 1, the Investment Manager shall provide the Customer with a detailed budget setting forth the expected Budgeted Costs to be incurred by the Investment Manager in order to provide the Services for the following calendar year along with reasonable documentation in support of such budget (collectively, the “Proposal”). The Customer shall promptly review the Proposal and shall accept or reject the Proposal, in the Customer’s reasonable discretion, by no later than November 1; provided, however, if the Customer rejects the Proposal it shall provide the Investment Manager with a written explanation for such rejection. If the Customer rejects the Proposal, the Customer and the Investment Manager will work in good faith to resolve all issues so that the Proposal is acceptable to both parties no later than December 1. As promptly as possible, but in no event later than January 15 of each year, the Customer shall provide the Investment Manager its final forecast of Account Assets for the calendar year and any significant changes to the Customer’s investment strategy that the Customer proposes to implement during such calendar year. Within five (5) business days following receipt of such information, the Investment Manager shall calculate the difference between the management fees paid or payable by the Customer to the Investment Manager for the prior year under this Agreement and the Investment Manager’s actual direct and indirect costs and expenses of providing services (“Actual Costs”) during such period (such difference is referred to as the “True-up”) and shall provide the True-up and proposed Management Percentage to the Customer. The calculation of any True-up shall not give effect to fees received by the Investment Manager or reductions in fees otherwise owed to the Investment Manager as a result of a prior True-up. The True-up shall be added to or subtracted from, as applicable, the Budgeted Costs set forth in the approved Proposal and shall be reflected in the Management Percentage established for the following calendar year. If the Investment Manager is entitled to the benefit of the True-up because Actual Costs exceeded Budgeted Costs, the True-up added to Budgeted Costs for the following calendar year shall be the lesser of the actual True-up or an amount equal to 10% of Budgeted Costs for the prior calendar year; provided however, that any Actual Costs that were not included in the approved Proposal for the year but were previously approved in writing by the Customer in consultation with the Investment Manager during such year shall not be included when applying the 10% cap. The Investment Manager shall provide the Customer with reasonable back-up documentation supporting the Investment Manager’s calculation of the True-up. The Customer shall approve or reject the True-Up and the Management Percentage not later than five (5) business days after receipt thereof from the Investment Manager. The Management Percentage shall be implemented as if it were effective as of the prior January 1. If the parties are unable to agree on a day other than the last day of the monthrevised Proposal, the fee for True-up or the period from Management Percentage, the beginning of then existing Management Percentage shall remain in effect until the month in parties agree on a revised Proposal and True-up. If the parties are unable to agree on the Proposal, the Management Percentage and the True-up by February 15, the Budgeted Costs and Management Percentage (which termination occurs shall reflect the True-up) shall be established pursuant to the date of termination shall be prorated according to the proportion which such period bears to the full month.Arbitration process described in

Compensation. An annual fee shall be paid to the Indenture Trustee by the Master Servicer pursuant to a separate agreement between the Indenture Trustee and the Master Servicer. In addition, the Indenture Trustee and the Securities Administrator shall each be entitled to recover from the Payment Account pursuant to Section 4.05(a) of the Sale and Servicing Agreement all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Indenture Trustee and the Securities Administrator, respectively, in connection with any breach of this Indenture or any claim or legal action (including any pending or threatened claim or legal action) or otherwise incurred or made by the Indenture Trustee or the Securities Administrator, respectively, in the administration of the trusts hereunder or under any other Basic Document (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its own negligence or intentional misconduct or which is the responsibility of the Noteholders as provided herein. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, each of the Indenture Trustee and the Securities Administrator and any director, officer, employee or agent of the Indenture Trustee or the Securities Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees and expenses) incurred in the administration of the Basic Documents (other than its ordinary out-of-pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (a) As compensation for services performed the Basic Documents or (b) the Notes, other than any loss, liability or expense incurred by reason of its own negligence or intentional misconduct or that is the responsibility of the Noteholders as provided herein. Notwithstanding the foregoing, each of the Indenture Trustee and the facilities Securities Administrator and personnel provided any director, officer, employee or agent of the Indenture Trustee and the Securities Administrator shall also be indemnified by the Adviser Trust and held harmless against any loss, liability or expense (including reasonable attorney’s fees and expenses) incurred in the administration of its duties and responsibilities or the exercise of its rights under the Swap Agreement or in connection with any claim or legal action relating to the Swap Agreement that is the responsibility of the Noteholders as provided herein. Such indemnity and agreement to hold harmless shall survive the termination of this Agreement or the resignation or removal of the Indenture Trustee and the Securities Administrator, as applicable, hereunder. The Issuer’s payment obligations to the Indenture Trustee and Securities Administrator pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or resignation of the Indenture Trustee or Securities Administrator. When the Indenture Trustee or the Securities Administrator incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. The Indenture Trustee agrees to fully perform its duties under this AgreementIndenture notwithstanding any failure on the part of the Issuer to make any payments, the Trust will pay reimbursements or indemnifications to the Adviser, promptly after Indenture Trustee pursuant to this Section 6.07 (subject to the end of each month for the services rendered by the Adviser during the preceding month, the sum second paragraph of the amounts definition of Extraordinary Expenses). The obligations of the Issuer set forth in Schedule A attached hereto calculated this Section 6.07 are non-recourse obligations solely of the Issuer and shall be payable only from the Trust Estate with respect to the Notes (subject to the second paragraph of the definition of Extraordinary Expenses) and following application of the proceeds of the Trust Estate in accordance with the average daily net assets priority of payments hereof, any outstanding but unpaid obligations of the indicated PortfolioIssuer shall be extinguished. To The Indenture Trustee hereby agrees that it has no rights or claims against the extent required by the laws of any state in which Issuer directly and shall only look to the Trust is subject Estate to an expense guarantee limitation, if satisfy the aggregate expenses of Issuer’s obligations under this Section 6.07. The Indenture Trustee also hereby agrees not to file or join in filing any Portfolio petition in bankruptcy or commence 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 similar proceeding in excess respect 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 determinedIssuer. (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 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 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. (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 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, 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 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 The Trust agrees to pay to FFC compensation for its 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 as set forth in Schedule A B attached hereto calculated hereto, or as shall be set forth in accordance with written amendments to Schedule B approved by the average daily net assets Trust and FFC from time to time. These fees shall be paid monthly in advance. Fees will begin to accrue for each Series on the latter of the indicated Portfolio. To effective date of this Agreement or the extent required by date of commencement of operations of such Series. (b) FFC shall be reimbursed for its reasonable out of pocket and ancillary costs incurred in providing any transfer agency services hereunder, including the laws cost of (or appropriate share of the cost of): (i) any state in which and all forms and stationery used or specially prepared for the purpose; (ii) postage; (iii) telephone services; (iv) bank fees; (v) electronic or facsimile transmission; and (vi) any items the Trust is subject responsible for as described in the Trust's agreements with CRM Advisers, LLC; FFC; or Forum Financial Services, Inc. The Trust shall reimburse FFC for all reasonable expenses and employee time attributable to an expense guarantee limitationany review of the Trust's accounts and records by the Trust's independent public accountants or any regulatory body outside of routine and normal periodic reviews. In the event that this agreement is terminated and a successor transfer agent is appointed, if FFC shall be reimbursed for reasonable charges and disbursements associated with promptly transferring to the aggregate expenses successor transfer agent the original or copies of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)all books and records maintained by FFC hereunder, and cooperating with, and providing reasonable assistance to, the Adviser agrees to waive such portion of its advisory fee successor transfer agent in excess the establishment of the limitationbooks and records necessary to carry out the successor transfer agent's responsibilities. (c) FFC may, but such waiver with the consent of the Trust, which consent shall not exceed be withheld unreasonably, subcontract the performance of all, or any portion of, the services to be provided hereunder with respect to any Shareholder or group of Shareholders to any Processing Organization or agent of FFC and may reimburse any such Processing Organization or agent for the services it performs; provided that no such reimbursement will increase the amount payable by the Trust pursuant to this Agreement. (d) Except as permitted by this Agreement with regard to indemnity, the foregoing shall be full amount of the advisory fee and complete compensation and reimbursement 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 FFC's expenses incurred in connection with the distribution of Trust sharesservices contemplated by this Agreement, 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 FFC shall be accrued daily at 1/365th entitled to no additional expense reimbursement or other payments 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 determinedany nature. (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. (a1) As Pursuant to the Distribution Agreement between LBSC and LBVIP, LBSC shall cause LBVIP to arrange for the payment of commissions to Registered Representative 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 sale of each month for the services rendered contract sold by the Adviser during the preceding month, the sum Registered Representative. The amount of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets such compensation shall be based on a schedule to be determined by agreement of the indicated Portfolio. To the extent required by the laws LBVIP and LBSC. (2) Registered Representative shall have no right to withhold or deduct any part of any state in which the Trust is subject to an expense guarantee limitation, if the aggregate expenses premium he/she shall receive for purposes of any Portfolio payment of commission or otherwise. Registered Representative shall have no interest in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)compensation paid by LBVIP to LBSC, the Adviser agrees to waive such portion of its advisory fee in excess of the limitationnow or hereafter, 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 sale of Trust sharesany Contracts hereunder. (3) LBVIP is hereby given a paramount and prior lien and security interest upon any commissions payable under or as a result of this or any previous agreement and under all agreements amendatory hereof or supplementary hereto, and extraordinary expenses including litigation expensesas security for the payment of any claim or indebtedness or reimbursement whatsoever due or to become due to LBVIP, LBSC, or Lutheran Brotherhood or any of its subsidiaries or affiliates, from Registered Representative. In the event Any sums becoming due to Registered Representative at any amounts are so contributed time may be applied, directly, by the Adviser LBVIP to the Trust, the Trust agrees liquidation of any indebtedness or obligation of Registered Representative 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 secured parties, but the purpose failure to so apply any sum shall not be deemed a waiver of accruing compensationLBVIP's lien on or security interest in any other sums becoming due nor impair its right to so apply such sums. (4) Notwithstanding the vesting provisions provided for in the Distribution Agreement and/or the schedule referred to in section D(1) herein, the net assets Registered Representative will forfeit all compensation and any other payments which have otherwise been vested or reserved to Registered Representative by this or any previous or related Agreement, if this Agreement terminates and any of the Portfolio shall be that determined following events have occurred or subsequently occur: (a) Registered Representative engages in any form of rebating, directly or indirectly, or if Registered Representative defaults in the manner and on payment to LBVIP of any premiums collected by him/her, demands or accepts any remuneration from a Contract Owner, beneficiary, or their representative for services in connection with the dates set forth in the current prospectus payment 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.any claim under any contract issued by LBVIP; (b) Upon Registered Representative fails to deliver to LBVIP or its authorized representative any termination of this Agreement on a day other than the last day of the monthfollowing: all records, including electronic data, materials, supplies, advertising, licenses, and all other documents containing LBVIP confidential information and/or trade secrets, upon the fee for the period from the beginning written request of LBVIP; (c) Registered Representative violates any of the month applicable federal and state laws, regulations or rules, or commits any fraud, in which termination occurs to connection with his or her duties as a Registered Representative; or (d) Registered Representative violates any of the date of termination shall be prorated according to the proportion which such period bears to the full monthcovenants set forth in section C(12) herein.

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 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 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 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 and INGAE. In the event any amounts are so contributed by the Adviser to the Trust, the Trust ING Reliastar 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 for such services and obligations shall include all directly allocable expenses, reasonably and equitably determined to be attributable to ING Reliastar 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 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 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. Each month, INGAE shall submit to ING Reliastar a written statement of the applicable annual rate set forth aboveamount owed by ING Reliastar for services rendered pursuant to this agreement for the month just ended. For ING Reliastar shall pay the purpose amount due to INGAE by the date due indicated on the statement. If ING Reliastar 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 and shall, within a reasonable time, submit such determination along with the basis therefore, in writing, to INGAE and ING Reliastar. 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. (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 Consultant shall be compensated in accordance with the Blended Hourly Rate set forth on Exhibit C. The Blended Hourly Rate set shall be the sole means of compensation for the Services. Consultant acknowledges that the fees stated for services performed under this Agreement are at least as favorable as those charged by Consultant to any other customer for the same of similar service3s. All invoicing and requests for payment shall be in such form and with such documentation as required by the Authority. The Authority shall reimburse reasonable out of pocket expenses, incurred on behalf of and by direction and approval of the Authority. Consultant shall ▇▇▇▇ for such out of pocket expenses in detail and without ▇▇▇▇-up. Reasonable out of pocket expenses include expenses such as cost of design, advertising, travel and printing. The Authority shall not reimburse Consultant for any expenses incurred in connection with direct payroll costs, overhead, burden, fringes, office supplies office equipment, telephones, computers, facsimiles, incidentals required by Consultant in the normal course of business, indirect costs, and profit. The Consultant shall submit invoices to the Authority upon delivery of the Services, indicating the Services provided and all authorized reimbursable expenses, if any, incurred during the preceding month and the facilities charges therefore as any approved Additional Services (as defined in Section 14) conducted during the preceding billing period. Payment will be made on the basis of approved invoices and personnel provided such supporting documentation as the Authority may require, up to the Maximum Compensation set forth in Exhibit C. If the Authority objects to all or any portion of any invoice, it shall promptly notify Consultant of its objection and both parties shall immediately make every effort to promptly settle the disputed portion of the invoice. In the event the settlement of a disputed portion of an invoice is not reached by the Adviser date that payment authorization is due, then the Authority shall pay only that portion of the invoice that is not in dispute. Neither the initial payment nor any later progress payment constitutes acceptance of the Services or any deliverables provided under this Agreement. No additional or altered terms and conditions shall be included with the invoice except as are permitted and consistent with the terms of the Agreement. Consultant shall be solely responsible to ensure that subcontractors are timely paid all amounts due them in connection with the performance of this Agreement. After the first partial payment under this Agreement, the Trust will pay Authority may withhold later partial payments until Consultant submits evidence satisfactory 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 Authority that all 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 Consultant owes 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 performance of this Agreement on a day other than the last day of the monthhave been paid. Further, the fee for Authority is entitled, after giving notice to Consultant, to pay all persons who have not been paid the period from the beginning of the month monies due to them in which termination occurs connection with this Agreement, whether or not a claim or lien has been filed, unless Consultant, within ten (10) calendar days after notice is given either (i) demonstrates to the date of termination shall be prorated according to Authority’s reasonable satisfaction that these sums are not due or (ii) provides the proportion which such period bears to the full monthAuthority adequate security.

Compensation. (a) As compensation for services performed and During the facilities and personnel provided by the Adviser under term of this Agreement, CAF shall pay ABTAC a service fee, in the Trust will amounts determined by reference to Exhibit A, and during the term of this Agreement, CAF shall pay to each Dealer a service fee, in the Adviser, promptly after amounts determined by reference to Exhibit A and further subject to the end of each month for the services rendered by the Adviser during the preceding month, the sum terms of the amounts set forth in Schedule A attached hereto calculated Closing Agreement for each RFT purchased under the terms of this Agreement. The payment to ABTAC shall be made on the business day following any funding and the payment to Dealer shall be made in accordance with the average daily net assets terms of the indicated Portfolioapplicable Closing Agreement. To the extent required by the laws Dealer may markup CAF's buy rate, up to a maximum of any state in which the Trust is 100 bps, 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 terms of the limitationClosing Agreement and any applicable agreement between the Dealer and ABTAC, but such waiver which shall not exceed the full amount of the advisory fee for such year except as may be elected by Adviser provided to CAF. Dealers will earn reserves 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 accordance with CAF's standard practices in connection with the distribution of Trust sharesany such mark ▇▇, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser subject 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 terms 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 determinedClosing Agreement. (b) Upon ABTAC may appoint public accountants of its choice no more than once during any 12 month period, and at its sole expense, for the purpose of auditing CAF's compliance with the compensation provisions specified in Section 6 of this Agreement and CAF agrees to grant such accountants access, during normal business hours and upon reasonable notice, to all records necessary to determine the compliance of CAF with the compensation provisions of Section 6 of this Agreement. If the results of such audit reveal a discrepancy between the amounts paid by CAF hereunder and the amounts which should have been paid hereunder, then the appropriate payments shall be made (i) if to ABTAC, immediately, and (ii) if to CAF, by the withholding of 1/6th of such amount from the payments to be made to ABTAC over the succeeding six months with any balance due hereunder payable on the 180th day notwithstanding any termination of this Agreement on a day other than Agreement. If the last day discrepancy is in ABTAC's favor and exceeds $250,000, then CAF shall reimburse ABTAC for the full cost 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 monthaudit.

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 Adviser will pay to the Sub-Adviser, promptly after and the end of each month for the services rendered by the Sub-Adviser during the preceding monthagrees to accept as full compensation therefor, the sum of the amounts set forth in Schedule A attached hereto calculated a sub-advisory fee payable monthly, in accordance with Schedule A hereto. The fee shall be based on the average daily net assets for the month involved and will be prorated for a period less than a full month. (b) The Sub-Adviser voluntarily may reduce any portion of the indicated Portfolio. To compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the extent required by expenses which are 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 responsibility of the Adviser pursuant to the expense limitation and all normal expensesreimbursement obligations respecting the Fund set forth in the Fund's then current registration statement, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred as contemplated in connection the Adviser's then current Investment Management Agreement (the "Management Agreement") with the distribution Fund. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Sub-Adviser hereunder or to continue future payments. Any such reduction will be agreed upon prior to accrual of Trust shares, the related expense or fee and extraordinary expenses including litigation expenseswill be estimated daily. In Any fee withheld shall be voluntarily reduced and any Fund expense paid by the event any amounts are so contributed Sub-Adviser voluntarily or pursuant to an agreed expense limitation shall be reimbursed by the Adviser to the TrustSub-Adviser in the first, second, or third (or any combination thereof) fiscal year next succeeding the Trust agrees fiscal year of the withholding, reduction, or payment to reimburse the extent permitted by applicable law, and to the extent, if any, that the Adviser has been reimbursed therefor by the Fund pursuant to the Management Agreement, and only if such reimbursements by the Adviser (i) are requested by the Sub-Adviser, (ii) are approved by the Trust's Board of Trustees, and (iii) can be achieved within the Fund's then current expense limits, if any, for any expenses waivedthat succeeding first, second, or third fiscal year as the case may be; provided that such reimbursement does not result in increasing reimbursements shall only be paid after the Trust’s aggregate Fund's current 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 fiscal year have been determinedpaid and if such reimbursements do not require the Adviser or the Sub-Adviser to waive or reduce its fees or pay current Fund expenses hereunder or under the Management Agreement, as the case may be. (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 to be rendered by the Managing Agent hereunder, Owners agree to pay and the facilities Managing Agent agrees to accept as its sole compensation (i) a management fee (the "Fee") equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and personnel provided by tax escalations, and any other charges paid to Owners in connection with occupancy of the Adviser under Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a construction supervision fee (the "Construction Fee") in connection with all interior and exterior construction renovation or repair activities at the Managed Premises, including, without limitation, all tenant and capital improvements in, on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay to cost of such construction which shall include the Advisercosts of all related professional services and the cost of general conditions. (b) The Fee shall be due and payable monthly, promptly in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Fee shall be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties in accordance with this Agreement; provided, however, that, reasonable travel expenses shall not include expenses incurred for travel to and from the average daily net assets Managed Premises by personnel assigned to work exclusively at the Premises. (d) Managing Agent shall also receive the amount of any lump sum reimbursables paid by tenants of the indicated Portfolio. To Managed Premises to the extent required amounts paid exceed costs incurred by Owners for work performed with respect thereto. (e) Managing Agent shall be entitled to no other additional compensation, whether in the laws form of any state in which commission, bonus or the Trust is subject like for its services under this Agreement. Except as otherwise specifically provided herein with respect to an expense guarantee limitationpayment by Owners of legal fees, 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)accounting fees, the Adviser agrees to waive such portion of its advisory fee in excess of the limitationsalaries, 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 expenseswages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by the Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expensesthe like, if Managing Agent hires third parties to perform services required to be performed hereunder by Managing Agent without additional charge to Owners, Managing Agent shall (except to the extent the same are reasonably attributable to an emergency at the Managed Premises) be responsible for the charges of such third parties. Managing Agent shall not, however, hire any third party without Owners' prior written consent, which consent shall not be unreasonably withheld. In addition, Managing Agent shall, at its expense, assume Owners' obligations under the event any amounts are so contributed by the Adviser to the Trustcontracts and agreements listed as Exhibit B, 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 attached hereto 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 determinedmade a part hereof. (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 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 reasonable 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) 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 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 Dates, with interest, in accordance with the Priority of Payments. Interest on Collateral Management Fee Shortfall Amounts shall accrue at the Benchmark 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 Collateral 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 purposeAt such time as the Secured Debt is redeemed or prepaid, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesas applicable, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred 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 (the “Waived Collateral Management Fee”). Any such election shall be made by the Collateral Manager delivering written notice thereof to the Collateral Trustee, the Loan Agent 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 Collateral Trustee, the Loan Agent and the Collateral Administrator. As of the date hereof, ▇▇▇▇▇▇ has informed the Issuer, the Collateral 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 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 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 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) 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 for services performed and During the facilities and personnel provided by the Adviser under Initial Term (as defined below) of this Agreement, as the Trust will pay same may be extended from time to the Adviser, promptly after the end of each month for the services rendered by the Adviser during the preceding monthtime, the sum of Company shall pay the amounts set forth Advisor the Base Advisory Fee quarterly in Schedule A attached hereto calculated in accordance arrears commencing with the average daily net assets of the indicated Portfolio. To the extent required by the laws of any state quarter 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 this Agreement was executed (calculated on a daily basis), the Adviser agrees to waive with 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 initial payment pro-rated based on the dates set forth number of days during such quarter that this Agreement was 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 determinedeffect). (b) Upon any termination The Advisor shall compute each installment of the Base Advisory Fee for each quarter with respect to which such installment is payable within two (2) business days after completion by the Company’s registered independent public accountants of (i) with respect to the first three fiscal quarters of each fiscal year, a SAS 100 review of the Company’s consolidated financial statements for each such quarter and (ii) with respect to the fourth fiscal quarter of each fiscal year, an audit of the Company’s consolidated financial statements for such fiscal year. The Advisor shall deliver promptly to the Company a copy of the computations made by the Advisor to calculate such installment and, subject to Section 13(a) of this Agreement Agreement, the Company shall deliver payment of such installment of the Base Advisory Fee shown therein to the Advisor within five (5) business days thereafter. (c) The Base Advisory Fee is subject to adjustment pursuant to and in accordance with the provisions of Section 13(a) of this Agreement. (d) In addition to the Base Advisory Fee, the Company shall pay the Advisor quarterly Incentive Compensation. The Incentive Compensation calculation and payment shall be made for each fiscal quarter in arrears following the same schedule set forth in Section 8(b) above. (e) Any portion of the Incentive Compensation payable for the fourth fiscal quarter of a fiscal year that is attributable to net unrealized gains of the Company with respect to the invested capital of the Subsidiaries will be payable in Common Shares, valued based on the average closing price of the Common Shares during the fourth quarter with respect to which such Incentive Compensation payment is payable as quoted or reported on the national securities exchange on which such Common Shares are then listed or, if the Common Shares are not then listed on a day other than national securities exchange, as quoted on 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 monthOTC Bulletin Board.

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. The fees of the Indenture Trustee shall be paid by the Securities Administrator pursuant to a separate agreement between the Indenture Trustee and Securities Administrator. In addition, the Indenture Trustee and the Securities Administrator will each be entitled to recover from the Payment Account pursuant to Section 4.05(a) of the Sale and Servicing Agreement all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Indenture Trustee and the Securities Administrator, respectively, in connection with any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) or otherwise incurred or made by the Indenture Trustee or the Securities Administrator, respectively, in the administration of the trusts hereunder (including the reasonable compensation, expenses and disbursements of its counsel) except any such expense, disbursement or advance as may arise from its negligence or intentional misconduct or which is the responsibility of the Noteholders as provided herein. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust. Additionally, each of the Indenture Trustee and the Securities Administrator and any director, officer, employee or agent of the Indenture Trustee or the Securities Administrator shall be indemnified by the Trust and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in the administration of this Agreement (other than its ordinary out of pocket expenses incurred hereunder) or in connection with any claim or legal action relating to (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. Basic Documents or (b) Upon the Notes, other than any loss, liability or expense incurred by reason of its negligence or intentional misconduct, or which is the responsibility of the Noteholders as provided herein. Such indemnity and agreement to hold harmless shall survive the termination of this Agreement on a day other than or the last day resignation or removal of the monthIndenture Trustee and the Securities Administrator, as applicable, hereunder. The Issuer's payment obligations to the Indenture Trustee and Securities Administrator pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or resignation of the Indenture Trustee or Securities Administrator. When the Indenture Trustee or the Securities Administrator incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the fee for the period from the beginning expenses are intended to constitute expenses of administration under Title 11 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 monthUnited States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

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 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 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) 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 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, which will accrue quarterly in arrears on each Payment Date (prorated for the related Interest Accrual Period), in an amount equal to 0.20% per annum (calculated on the basis of the indicated Portfolioactual 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 “Collateral Management Fee”); 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 Fees 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 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 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 Collateral Management Fee due on 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.Payment Date (or (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 Issuer, the Collateral Administrator and 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, except during the period between a Determination Date and a Payment Date. Any such Collateral Management Fee, once waived, shall not thereafter become due and payable and any claim of the Collateral Manager therein shall be extinguished. In accordance with the foregoing, the Issuer hereby acknowledges and agrees that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Direct Lending Corp. has elected to waive the Collateral Management Fees payable to it hereunder for so long as it is acting as the Collateral Manager, it being understood that, upon the appointment of a replacement collateral manager hereunder, such waiver shall cease and shall not be effective as to that replacement collateral manager. (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 if the monthCollateral Manager resigns or is removed, (i) the fee for the period from the beginning of the month Aggregate 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 to termination, resignation or removal and (ii) any unpaid Cumulative Deferred Management Fees shall be determined as of the full montheffective 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.

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 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 In consideration of the Custodian providing the custodial, transactional settlement, and other services in accordance with the terms and conditions of this Agreement, Custodian shall be entitled to receive the fees or other compensation associated with such services as specified in the fee schedule which is attached hereto as Exhibit “B,” subject to the terms and conditions of this Agreement. Exhibit “B” is incorporated by this reference into this Agreement as if fully set forth in this Agreement. Custodian is not entitled to payment for any services provided under this Agreement if the Treasurer reasonably determines that such services have not been satisfactorily or completely performed in accordance with the terms and the facilities and personnel conditions of this Agreement. No advance payments shall be made for any services provided by the Adviser Custodian pursuant to this Agreement. However, Custodian shall pay all the fees of the Qualified Sub-Custodians of Custodian. The Custodian shall submit detailed invoices for services rendered on a [quarterly] basis. All invoices submitted by Custodian shall comply with all applicable State rules and procedures concerning the payment of fees, charges or other claims and shall contain appropriate documentation as necessary to support the fees reflected on the invoice and all information reasonably requested by the Treasurer. In addition, the invoices shall reflect the manner in which the Custodian calculated the fees and expenses. The Treasurer will, subject to the terms and conditions of this Agreement, pay all approved invoices in arrears and in conformance with Iowa Code Section 8A.514 and 11 Iowa Admin. Code 41.1(2). The Treasurer may vary the terms of this provision by paying the invoice for services in fewer than sixty (60) days as provided in Iowa Code Section 8A.514. However, an election to pay in fewer than sixty (60) days shall not act as an implied waiver of Iowa Code Section 8A.514. No invoice shall contain charges for any fees or expenses not expressly provided for in this Agreement. The Treasurer’s obligation to make payments or reimbursements hereunder for fees and expenses shall be subject to and limited by all applicable laws, rules, regulations and procedures. Notwithstanding anything herein to the contrary, the Treasurer shall have the right to dispute any invoice submitted for payment and withhold payment of any disputed amount if the Treasurer believes the invoice is inaccurate or incorrect in any way. In the event that Custodian owes the any State Entity any sum under the terms of this Agreement, any other agreement, pursuant to a judgment, or pursuant to any law, the Treasurer or any other State Entity may set off such sum against any sum that may be due to the Custodian hereunder in the Treasurer’s or the State’s sole discretion, unless otherwise required by law. Any amounts due to any State Entity as damages may be deducted by such State Entity without a judgment or any court action from any money or sum payable to Custodian pursuant to this Agreement or any other agreement between Custodian and the Treasurer or State. In addition to pursuing any other remedy provided herein or by law, the Treasurer may withhold compensation or payments to Custodian, in whole or in part, without penalty or liability to any State Entity, or work stoppage by the Custodian, in the event the Treasurer determines that Custodian has failed to perform any of its duties or obligations as set forth in this Agreement. No interest shall accrue or be paid to Custodian on any compensation or other amounts withheld or retained by the Treasurer under this Agreement. Custodian shall promptly pay or refund to the Treasurer the full amount of any overpayment or erroneous payment within thirty (30) business days after either discovery by the Custodian or notification by the Treasurer of the overpayment or erroneous payment. In the event Custodian fails to timely pay or refund any amounts due the Treasurer under this paragraph, the Treasurer may charge interest of one percent (1%) per month compounded on the outstanding balance after the date payment or refund is due, or the maximum amount allowed by law, whichever is greater. The Treasurer may, in his sole discretion, elect to have Custodian apply any amounts due to the Treasurer under this paragraph against any amounts payable to Custodian under this Agreement. There shall be no reimbursable expenses associated with this Agreement separate from the compensation referred to in this section. Custodian shall be solely responsible for all costs, charges and expenses it incurs in connection with its performance under this Agreement, the Trust will pay to the Adviserincluding, promptly after the end of each month for the services rendered by the Adviser during the preceding monthbut not limited to, 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 limitationtravel, if the aggregate meals, lodging, equipment, supplies, personnel, salaries, benefits, insurance, training, telephone, utilities, start-up costs, and all other costs and 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 determinedCustodian. (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 $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 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 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 In consideration of the services to be rendered by Managing Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to three percent (3%) of the gross collected rents actually received by Owners from the Managed Premises, such gross rents to include all fixed rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owners in connection with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owners for services performed the cost of capital improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; (ii) a construction supervision fee (the “Construction Supervision Fee”) in connection with all interior and exterior construction renovation or repair activities at the facilities Managed Premises, including, without limitation, all tenant and personnel provided by capital improvements in, on or about the Adviser under Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal to five percent (5%) of the Trust will pay cost of such construction which shall include the costs of all related professional services and the cost of general conditions; and (iii) a renovation and repositioning fee (the “Major Renovation Fee”) in connection with all Major Hotel Capital Projects equal to three percent (3%) of the Advisercost of such Major Hotel Capital Projects which shall include the costs of all related professional services and the cost of general conditions. (b) Unless otherwise agreed, promptly the Fee shall be due and payable monthly, in arrears based on a reasonable annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each month calendar year. The Construction Supervision Fee and the Major Renovation Fee shall each be due and payable periodically, as agreed by Managing Agent and Owners, based on actual costs incurred to date. (c) Notwithstanding anything herein to the contrary, Owners shall reimburse Managing Agent for reasonable travel expenses incurred when traveling to and from the services rendered by the Adviser during the preceding month, the sum of the amounts set forth in Schedule A attached hereto calculated Managed Premises while performing its duties 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 limitationthis Agreement; provided, if the aggregate however, that reasonable travel 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 include expenses incurred for travel to and from the full amount Managed Premises by personnel assigned to work exclusively at the Managed Premises. (d) Managing Agent shall be entitled to no other additional compensation, whether in the form of commission, bonus or the advisory fee like for such year except its services under this Agreement. Except as may be elected otherwise specifically provided herein with respect to payment by Adviser in its discretion. For this purposeOwners of legal fees, aggregate expenses of a Portfolio shall include the compensation of the Adviser and all normal expensesaccounting fees, salaries, wages, fees and charges, but shall exclude interest, taxes, brokerage fees charges of parties hired by Managing Agent on portfolio transactions, fees behalf of Owners to perform operating and expenses incurred maintenance functions in connection with the distribution of Trust sharesManaged Premises, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed like, if Managing Agent hires third parties to perform services required to be performed hereunder by the Adviser Managing Agent without additional charge to Owners, Managing Agent shall (except to the Trust, extent the Trust agrees same are reasonably attributable to reimburse an emergency at 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 Managed Premises) 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 responsible for the period from the beginning charges 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 monththird parties.

Compensation. (a) As 2.1 Subject to the terms and conditions of the Agreement, PSE will pay Supplier the compensation described in the applicable SOW as full compensation for services performed the satisfactory performance of the Services and delivery of the facilities Deliverables. 2.2 Supplier will submit invoices to PSE as specified below, as applicable, via the submission method specified in the applicable SOW. Each invoice must reference the SOW number. Supplier will provide any supporting documents as reasonably requested by PSE. Any amounts payable for time and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly material Services rendered during a calendar month must be submitted within thirty (30) days after the end of each month for the services rendered by the Adviser during the preceding such calendar month, the sum . Each invoice must set forth a detailed description of the amounts set forth Services performed in Schedule A attached hereto calculated such period and the dates and number of hours spent by Supplier’s personnel in accordance with the average daily net assets performing such Services. Deliverable-based invoices must be submitted within thirty (30) days after PSE’s Acceptance (as defined in Section 3.7) of the indicated Portfolio. To the extent required by the laws of any state in which the Trust is subject to an expense guarantee limitationapplicable Deliverable, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on and must include a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess detailed description of the limitation, but such waiver shall not exceed the full amount accepted Deliverable. All invoices must include an itemization 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 reimbursable expenses incurred in connection with the distribution of Trust sharesServices performed or Deliverable(s) delivered, and extraordinary expenses including litigation expensesas pre-approved by PSE in writing. In PSE reserves the event right to reject 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 invoice submitted more than ninety (90) days after completion of the applicable annual rate set forth above. For the purpose of accruing compensationServices, the net assets Acceptance of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus applicable Deliverable, or incurrence 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 determinedotherwise reimbursable expense. 2.3 Any sales, service, use, consumption or other similar taxes imposed upon the Services must be separately itemized and added to each invoice unless PSE provides Supplier with appropriate evidence of a tax exemption claimed for the relevant jurisdiction(s). In no event will PSE be obligated to pay or reimburse Supplier for any taxes based on Supplier’s net income, gross receipts or property, or for withholding and payroll taxes with respect to any wages or other compensation payable to Supplier’s personnel. 2.4 PSE will pay each of Supplier’s invoices, submitted in accordance with this Section 2, within sixty (b60) Upon days after PSE’s receipt and verification thereof; provided, however, that if PSE elects to pay Supplier’s invoices within ten (10) days after PSE’s receipt thereof, Supplier agrees that a 2% discount from the invoice pricing will apply. If PSE disputes any termination portion of this Agreement on a day other than an invoice it may withhold payment in respect of such disputed amount, provided it pays the last day undisputed portion of the monthinvoice within 60 days. PSE will be entitled to set-off any amount due and payable by it from and against amounts held to the credit of Supplier on any account, whether under the fee for Agreement or otherwise. This is without prejudice to any other rights or remedies available to PSE under the period from Agreement or otherwise. 2.5 No payment by PSE will constitute acceptance of, or a waiver of PSE's rights with respect to, any Services or any Deliverable not performed or delivered in accordance with the beginning terms 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 compensation for services A general description of the scope and nature of Services that may be performed under this Agreement is given in Exhibit D. The State will provide Contractor with a Work Authorization Request Form, Attachment 1 of Exhibit E, detailing the Services the State desires to purchase and the facilities and personnel location they will be provided by at. The parties will confer to further elucidate the Adviser under this Agreementnature of the Services the State deems necessary. As further detailed in the Work Authorization Process specified in Exhibit D, the Trust will pay Contractor shall upon request provide written proposals for the Services to be performed. The proposals shall be priced according to the Adviserfixed prices and/or hourly rates specified in this Exhibit C or, promptly after if the end Contractor so offers in its written proposal, fixed prices and/or hourly rates lower than those in this Exhibit C. If the parties have agreed that Contractor will incur travel and living expenses in the course of each month for the services rendered by the Adviser during the preceding month, the sum perforance of the Work, Contractor shall specify in its proposal the amounts set forth in Schedule A attached hereto calculated for said expenses, which must be in accordance with the average daily net assets of the indicated PortfolioTravel and Living Expense Guidelines given below. To the extent required by the laws of any state in The total actual cost which the Trust is subject State may reimburse the Contractor under any individual Work Authorization, pursuant to an expense guarantee limitationthis provision, if the aggregate expenses of including any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year (calculated on a daily basis)travel, the Adviser agrees to waive such portion of its advisory fee in excess of the limitationtransportation, but such waiver and/or living expenses, shall not exceed the full amount specified on the face of the advisory fee Work Authorization. Contractor shall, on a monthy basis, and in one invoice, ▇▇▇▇ the State for such year except as may all accepted Work (and any authorized associated Travel and Living Expense) actually performed and/or incurred and accepted in the previous calendar month. Invoices shall be elected broken down on a Work Authorization by Adviser Work Authorization basis, and the invoiced detail for each Work Authorization shall show: For any Services in a Work Authorization Priced on an Hourly Basis, Contractor shall invoice the State for the actual hours worked during that month at the rates specified in the Work Authorization, but not to exceed the Not to Exceed Total for that Service specified in the Work Authorization.. For any Services in a Work Authorization priced on a Fixed Price Basis, Contractor shall invoice and the State shall compensate Contractor for the fixed price specified in the Work Authorization. If a Work Authorization specifies that the State is obligated to pay Travel and Living Expenses, Contractor shall, in its discretion. For this purposemonthly invoice, aggregate expenses of a Portfolio shall include charge the compensation State for the Travel and Living Expenses actually incurred in the performance of the Adviser and all normal expensesWork. Invoices must clearly indicate: The Contract number, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred (which can be found in connection with the distribution upper right hand corner of Trust sharesthe signature pages signed to enter into this Agreement), and extraordinary expenses Work Authorization Number Specified on the Work Authorization A unique invoice number; The Contractor’s name and address; Contractor’s Taxpayer identification number; A one line description of the Work Authorization, including litigation expenses. In the event any amounts are so contributed a Work Authorization Number if designated by the Adviser AOC Name and brief description of each Service Provided under that Work Authorization If the Service is priced on a Fixed Price basis, the Fixed Price applicable to the TrustService as specified in the Work Authorization If the Service is priced on a Hourly Rate basis, the Trust agrees Hourly Rate, Number of Hours actually worked, the Not to reimburse Exceed Amount specified in the Adviser Work Authorization, and the total amount invoiced for any expenses waivedthe Service, provided that such reimbursement does which shall not result exceed the Not to Exceed Amount specified in increasing the Trust’s aggregate expenses above Work Authorization Preferred remittance address, if different from the aforementioned expense limitation ratiosmailing address. The Adviser’s fee Contractor shall be accrued daily at 1/365th submit one (1) original and two (2) copies of invoices to: Judicial Council of California Administrative Office of the applicable annual rate set forth above. For the purpose of accruing compensationCourts c/o Finance Division, the net assets Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ The Contractor shall simultaneously submit a copy 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 invoice to be used shall be as determined on the next day on which the net assets shall have been determinedAOC’s Project Manager. (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 Subject to the terms and the facilities and personnel provided by the Adviser under conditions of this Agreement, upon the Trust will closing of a Transaction with the Target, the Company shall pay to Finder a fee in cash equal to zero point zero five percent (0.05%) (the Adviser, promptly after “Fee Percentage”) of the end implied enterprise value of each month the Target (total value of all Target company outstanding capital stock plus consolidated debt less consolidated cash) provided for in the Transaction immediately prior to the closing of the Transaction (for the services rendered avoidance of doubt, excluding the Company’s equity interests, assets and liabilities) (the “Fee”). Notwithstanding the foregoing, in the event that any portion of the consideration paid by the Adviser during Company to the preceding monthTarget or the Target’s security holders is held in escrow, the sum subject to earnout or otherwise contingent as of the amounts set forth in Schedule A attached hereto calculated in accordance with the average daily net assets closing 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 Transaction (calculated on a daily basis“Contingent Consideration”), 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 Fee payable by the Company at the closing of the Transaction will be reduced by the amount of such year except Contingent Consideration multiplied by the Fee Percentage, and as, when and to the extent that any portion of the Contingent Consideration is finally paid or delivered without contingency, the Company will promptly thereafter pay to Finder as part of the Fee hereunder an amount equal the amount of the Contingent Consideration that has been finally paid or delivered without contingency multiplied by the Fee Percentage. With consent by Finder, all or any portion of the Fee may be elected by Adviser payable in newly-issued shares of its discretion. For this purposeordinary shares (or the common equity of any successor public entity in the Transaction) (the “Fee Shares”), aggregate expenses of a Portfolio shall include with each Fee Share valued at the compensation of redemption price available to the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, fees and expenses incurred Company’s Public Stockholders (as defined below) who redeem their shares in connection with the distribution Transaction (subject, in the case of Trust sharesFee Shares issued by any successor public entity, and extraordinary expenses including litigation expensesas equitably adjusted for the exchange ratio of the Company’s public ordinary shares for the successor entity public common stock in the Transaction). In addition to any restrictions on transfer imposed by applicable securities laws, any such Fee Shares shall be subject to a lock-up substantially identical to the event any amounts are so contributed lock-up that applies to the founder shares held by the Adviser to the TrustSponsor (as defined below), 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 as set forth in the current prospectus of letter agreement, dated November 8, 2021 as amended, by and among the Trust and, on days on which the net assets are not so determinedCompany, the net asset computation to Sponsor and certain other insiders named therein, as it may be used shall be as determined on the next day on which the net assets shall have been determinedamended. (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 by fee schedule attached hereto as Exhibit C, which compensation shall be paid from the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month Escrow Property. 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. 14.1 The basic hourly salaries of Staff Members covered by this Agreement are determined from the enclosed Salary Schedule, subject to approval of necessary appropriations by the voters of the District. Staff Members shall be divided into the appropriate pay categories as shown on the Salary Schedule. The rate for summer work (aESY, RTI, or other programs outside the regular school year) As compensation for services performed will be determined by the Assistant Superintendent of Student Services each year. Personal Care Duties/Restraints and the facilities associated differential rates will apply based on student needs. 14.2 Placement on the Salary Schedule at the time of initial hiring shall be based on years of school work experience and/or other relevant experience and personnel the needs or shortages of the school district and shall be negotiated with each prospective employee at time of employment. In no event will a newly hired employee be placed above the top step in their category. Changes in pay as a result of degree or certification must be in writing to the Superintendent and shall include copies of valid certification or original (sealed, official) transcripts. Changes will be made effective in the pay period following receipt of the request, provided that sufficient documentation is included. Subsequent movement on the schedule shall reflect additional years with the District unless the Superintendent withholds the step increase due to unsatisfactory performance. The decision of the Superintendent may be appealed to Level C (the School Board) but shall not be subject to arbitration or an unfair labor practice at the Public Employee Labor Relations Board. The Staff Member shall be re-evaluated within ninety (90) work days after being informed in writing of the Superintendent's decision to withhold the step increase. If the Staff Member has corrected the performance deficiency, based upon an improvement plan provided by the Adviser under this Agreementsupervisor, the Trust step increase shall be granted effective as of the date of the re-evaluation. 14.3 The district will pay reimburse Para-Educator Certification Renewal. Staff will submit proof of payment and a copy of their certification for reimbursement. Individual Staff Members covered by this agreement will be eligible for reimbursement or advanced reimbursement for pre-approved job related courses, workshops or conferences and in any one year will be reimbursed to the Advisera maximum of $750, promptly after the end except for Para-educators who will be eligible for reimbursement or advanced reimbursement to a maximum of each month $900. Approval for the services rendered courses, workshops or conferences and Para-educator certification will be made by the Adviser during the preceding monthSuperintendent or his/her designee. No more than one hundred ($100) dollars may be used and reimbursed for travel related expenses. Courses, the sum workshops, or conferences must be successfully completed with a passing grade of the amounts set forth B-, or better, certificate of completion, or attendance certificate, as appropriated, in Schedule A attached hereto calculated in accordance with the average daily net assets of the indicated Portfolioorder to qualify for reimbursement or advanced reimbursement. To the extent required by the laws of any state in which the Trust Advanced reimbursement is subject to an expense guarantee limitationdeadlines for submission to the SAU41 Business Office for processing. Within fifteen days of completion of the course, workshop, or conference the Staff Member shall provide documentation of successful completion to the Superintendent or designee. For courses, workshops or conferences paid in advance by the district, if the aggregate expenses Staff Member does not pass or attend the course, workshop or conference, or provide documentation of any Portfolio successful completion (as described above) the District will recover the amount paid through payroll deduction, which shall be pre-authorized by the individual Staff Member as a condition of advanced reimbursement by the District. Para-educators may attend pertinent teacher workshops to a maximum of three per year, at the discretion of the Superintendent. Para-educators will be paid for hours in any fiscal year exceed attendance at their regular hourly rate. Hours in attendance at workshops will not count toward the specified expense limitation ratios for that year (calculated total number of contract days. Twenty additional teacher workshop days will be available to Para-educators on a daily first come first served basis). 14.4 Staff member shall use the electronic Professional Development Management System (PDMS) to accumulate and track their professional development and/or recertification hours. Article 8.1 applies. 14.5 The District will provide a savings and/or checking direct deposit program for Staff Members. All Staff Members shall be entitled to receive their pay via direct deposit. There will be no more than three (3) accounts per employee. In order to qualify for Direct Deposit, staff members must follow the Adviser agrees established SAU process and changes are subject to waive such portion payroll processing timeframes. 14.6 Any Para-educator or Instructional Assistant who receives State Certification shall be entitled to an added hourly wage adjustment as follows, subject to prior approval by the Superintendent. Para-educator I: Forty cents ($0.40) per hour Para-Educator II: Sixty-five cents ($0.65) per hour ( non-cumulative) Any Para-educator or Instructional Assistant who holds or receives a BA or BS shall be entitled to an added hourly wage adjustment of its advisory fee in excess one dollar and thirty five cents ($1.35) per hour to the Appendix A rate, subject to prior approval of the limitationSuperintendent. (non- cumulative) Any Para-educator or Instructional Assistant who holds or receives a MS, but such waiver MA, or MBA, and/or NH teaching certification, shall not exceed be entitled to an added hourly wage adjustment of three dollars and eighty cents ($3.80) per hour to the full amount Appendix A rate, subject to prior approval of the advisory fee Superintendent. (non-cumulative) Requests for such year except changes in pay as may a result of certification and/or degree must be elected by Adviser made in its discretion. For this purpose, aggregate expenses of a Portfolio writing to the Superintendent and shall include copies of valid certification or original (sealed, official) transcripts. Changes will be made effective in the compensation pay period following receipt 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 waivedrequest, provided that such reimbursement does not result in increasing sufficient documentation is included. Staff Members shall use the Trust’s aggregate expenses above electronic Professional Development Management System (PDMS) to accumulate and track their professional development and /or recertification hours. Due to the aforementioned expense limitation ratios. The Adviser’s fee shall be accrued daily at 1/365th needs of the applicable annual rate set forth above. For the purpose of accruing compensationoperation, the net assets District reserves the right to limit the number of Staff Members who may be out at any one time. Education adjustments for degrees or teaching certifications will be added to para-educator certifications. However, degrees and teaching certifications will not be added to each other, only the Portfolio shall be that determined in the manner highest one applies. Examples: A para-educator with a Para-educator II certification, a BS degree 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 teaching certification would get an additional $.65 and $3.80. (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 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 0.25% 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 services performed and the facilities and personnel provided 3.1 The maximum amount payable by the Adviser under this Agreement, the Trust will pay Recipient to the Adviser, promptly after the end of each month UNDP for the services rendered by Development Services, excluding any eventual Additional Development Services as described below or any other amendments hereto, shall be USD xxxxxxxx. 3.2 The Recipient shall compensate UNDP for the Adviser during the preceding month, the sum provision of the amounts set forth in Schedule A attached hereto calculated Development Services in accordance with the average daily net assets Schedule of Payments set forth in Annex 2. In addition, the Recipient will reimburse UNDP for expenses incurred, which expenses will include external costs such as travel and courier, and other costs such as administrative support, report reproduction and computer support as provided in Annex 2. 3.3 Compensation for any Additional Development Services that may be provided by UNDP relating to the Recipient’s Programme further to Article 1, shall be as agreed by the Parties and shall be contained in an amendment hereto. 3.4 The Schedule of Payments for the Development Services under this Agreement shall remain in effect for a period of [three years] from the Effective Date of the indicated PortfolioAgreement. To After this period lapse, the extent required fees will be adjusted to UNDP’s then-current rates and the fees for such services and will be reflected in an amendment to this Agreement. 3.5 Unless otherwise agreed, UNDP shall submit payment notices at the intervals specified in Annex 2. UNDP’s Fees for the Development Services provided by UNDP must be paid by the laws Recipient before UNDP initiates or continues the provision of Development Services. Each payment notice will reflect the estimated fee for the following period, [insert for hourly billing of fees: any adjustments required due to variances between estimated and actual fees for prior periods,] and the actual out-of-pocket expenses that are due for reimbursement from prior periods. The Recipient shall review each payment notice promptly and subject to the settlement of any state in which the Trust is subject to an expense guarantee limitationqueries or disputes, if the aggregate expenses of any Portfolio in any fiscal year exceed the specified expense limitation ratios for that year shall process settlement within thirty (calculated on a daily basis), the Adviser agrees to waive such portion of its advisory fee in excess 30) calendar days of the limitation, but such waiver shall not exceed the full amount date of the advisory fee for such year except as may payment notice. 3.6 All payments should be elected made by Adviser in its discretionthe Recipient to the following Bank account of UNDP: Account Name UNDP Account Number XXX-XXXXXX 4. For this purposeCONTACT PERSONS 4.1 Any notifications required hereunder, 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 communications 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 Development Services shall be accrued daily at 1/365th of the applicable annual rate set forth above. clearly marked, addressed and delivered as follows: 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.UNDP: For Recipient:

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 The Escrow Agent shall be entitled to compensation for its services performed as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid fifty percent (50%) by Parent and fifty percent (50%) by Seller Representative (solely on behalf of Sellers, in accordance with their respective Pro Rata Shares (as defined in the facilities Purchase Agreement), and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the end of each month in his capacity as Seller Representative). 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 and documented 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) calendar 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 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 further provided in this Section, Insurance Company agrees to reimburse Principal Underwriter at cost for services performed and the facilities and personnel provided by Principal Underwriter pursuant to this Agreement. Insurance Company shall pay to Principal Underwriter a fee in an amount equal to all expenses, direct and indirect, reasonably and equitably determined by Principal Underwriter to be attributable to the Adviser underwriting and distribution services provided by Principal Underwriter to Insurance Company pursuant hereto, including commissions and other compensation related costs paid by Principal Underwriter to broker dealers, except to the extent that New York law otherwise requires. As may be agreed by the parties, Insurance Company may discharge its obligations under this Agreement, the Trust will pay section by making payment of such expenses to the Adviser, promptly after the end third parties on behalf 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 Principal Underwriter or its creditors in accordance with the average daily net assets of the indicated Portfolioapplicable law. 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 Principal Underwriter shall not exceed credit the full amount of any such payments to third parties by Insurance Company against any amounts otherwise due and owing under this section. The bases for determining all such charges to Insurance Company shall be consistent with New York Insurance Department Regulation 33. Such bases shall be modified and adjusted where necessary or appropriate to reflect fairly and equitably the advisory fee for actual incidence of cost incurred by Principal Underwriter on behalf of Insurance Company. Principal Underwriter’s determination of the charges hereunder shall be conclusive as between the parties, except that if Insurance Company objects to any such year except as may determination, it shall so advise Principal Underwriter in accordance with Section 18(j) hereof within thirty (30) days of receipt of notice of said determination. Unless the parties can reconcile such objection, or otherwise agree, they shall select a firm of independent accountants which shall determine the charges properly allocable to Principal Underwriter and shall, within a reasonable time not to exceed one hundred eighty (180) days, submit such determination, together with the basis therefore, in writing to both parties, whereupon such determination shall be elected by Adviser in its discretionbinding. For this purpose, aggregate The expenses of any such determination by a Portfolio shall include the compensation firm 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 independent certified public accountants 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 borne as 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 determinedequitable by such accountants. (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 AgreementUnless otherwise provided, the Trust will Corporation shall pay to the AdviserTrustee and to each Paying Agent, promptly after the end of each month from time to time, such compensation as shall be agreed in writing for the all services rendered by it hereunder and under the Adviser during the preceding monthapplicable Supplemental Indenture, 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 also all normal reasonable expenses, fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio transactions, counsel fees and expenses and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties hereunder and under the applicable Supplemental Indenture and the Trustee and each Paying Agent shall have a lien therefor on any and all funds at any time held by it hereunder and under the applicable Supplemental Indenture (other than the Residual Fund and the Arbitrage Rebate Fund) prior to any of the Bonds for which such services have been rendered. The Corporation shall indemnify and save the Trustee and each Paying Agent harmless against any liabilities which it may incur in the acceptance, exercise and performance of its powers and duties hereunder and under the applicable Supplemental Indenture and which are not due to its negligence or willful misconduct. None of the provisions contained herein or in any Supplemental Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it. The Trustee shall not be required to take any action at the request or direction of a Provider made or given pursuant to Article XI hereof unless and until such Provider shall have indemnified and saved the Trustee harmless against any liabilities and all reasonable expenses, charges, counsel fees and expenses and other disbursements, including those of the Trustee's attorneys, agents and employees, incurred in connection with or as a result of taking the distribution of Trust sharesaction requested or directed by the Provider to be taken. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and extraordinary expenses including litigation expenses. In the event any amounts are so contributed by the Adviser to the Trustshall be enforceable by, the Trust agrees Trustee in each of its capacities hereunder, and to reimburse the Adviser for any expenses waivedeach agent, provided that such reimbursement does not result in increasing the Trust’s aggregate expenses above the aforementioned expense limitation ratioscustodian and other person employed to act hereunder. The Adviser’s fee provisions of this Section 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 Indenture and the last day resignation and 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 monthTrustee.

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 shall 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, so long as Invesco PowerShares Capital Management has not waived all or a portion of such compensation.