Common use of Fees and Expenses of the Adviser Clause in Contracts

Fees and Expenses of the Adviser. For performing its services under this Agreement, the Adviser will pay a fee to Distributor as set forth in Exhibit A. The Adviser shall promptly reimburse Distributor for any expenses incurred on behalf of the Trust as set forth in Exhibit A. It is understood that the Adviser will bear the costs and expenses incurred for (i) printing and mailing to prospective investors copies of the Trust’s Prospectus (including supplements thereto) and annual and interim reports of the Fund which are used in connection with the offering of the Shares; (ii) preparing, printing and mailing any other literature used by the Distributor, as authorized by the Trust, in connection with the sale of the Fund’s Shares; (iii) reimbursement for FINRA advertising compliance expenses advanced by the Distributor on behalf of the Trust; (iv) fees for Distributor’s review of the Trust’s sales literature and website; (v) registered representative annual renewal and compliance fees; and (vi) travel and such other expenses as may be incurred by Distributor on behalf of the Trust. The Distributor agrees to waive any compensation and expense reimbursements payable to it by the Adviser pursuant to Exhibit A (the “Compensation”) to the extent that the payment of any such Compensation would cause total compensation payable to the Distributor under this Agreement to exceed 2.5% of the Fund’s gross offering proceeds (the “Waiver”). The Waiver shall remain in effect until such time that the Distributor no longer serves as the principal underwriter of the Fund’s shares’ provided, however, the Distributor may amend the Waiver upon the written request of the Trust and the Adviser to ensure continued compliance with underwriting compensation limitations applicable to closed-end investment companies.

Fees and Expenses of the Adviser. For performing its services under this Agreement, the Adviser will pay a fee Distributor is entitled to Distributor as be paid the amounts set forth in Exhibit A. The B. To the extent amounts payable under a Fund’s Rule 12b-1 Distribution Plan are insufficient to cover a Fund’s allocable portion of the fees and expenses set forth in Exhibit B, the Fund’s Adviser shall agrees to pay such shortfall and to promptly reimburse Distributor for any expenses incurred on behalf of the Trust such Funds as set forth in Exhibit A. It is understood that B. Additionally, to the Adviser will bear extent amounts payable under a Fund’s Rule 12b-1 Distribution Plan are insufficient to cover a Fund’s allocable portion of the costs and expenses incurred for associated with the following items, it is understood that each Fund’s Adviser will bear such costs and expenses: (i) printing and mailing to prospective investors copies of the Trustsuch Fund’s Prospectus (including supplements thereto) and annual and interim reports of the Fund such Fund, which are used in connection with the offering of the Fund’s Shares; (ii) preparing, printing and mailing any other literature used by the Distributor, as authorized by the Trust, in connection with the sale of the such Fund’s Shares; (iii) reimbursement for FINRA advertising compliance expenses advanced by the Distributor on behalf of the Trustsuch Fund; (iv) fees for Distributor’s review of the Trustsuch Fund’s sales literature and website; (v) registered representative annual renewal and compliance fees; and (vi) travel and such other expenses as may be incurred by Distributor on behalf of such Fund. It is understood by each of the Trust. The Distributor agrees parties to waive any compensation and expense reimbursements payable to it by the Adviser pursuant to Exhibit A (the “Compensation”) to the extent this Agreement that the payment of any such Compensation would cause total compensation fees and expenses described herein shall not begin to accrue and be payable to the Distributor under this Agreement to exceed 2.5% of the Fund’s gross offering proceeds (the “Waiver”). The Waiver shall remain in effect until such time that the Distributor no longer serves as the principal underwriter effect a service conversion and are being serviced by Huntington Asset Services, Inc., an affiliate of the Fund’s shares’ provided, however, the Distributor may amend the Waiver upon the written request of the Trust and the Adviser to ensure continued compliance with underwriting compensation limitations applicable to closed-end investment companiesDistributor.