Common use of Optional Tax Services Clause in Contracts

Optional Tax Services. The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are: • Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] per year • Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] per additional estimate • State tax returns - (First two included in core services) – $[...] per additional return Fees are calculated pro rata and billed monthly Advisor’s signature not needed, because the fees are not changing from the Custody Agreement, dated September 9, 2020. Fee Schedule II for the following Funds: Xxxxx & Power Growth Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund Fund Start-up & Registration Services Project Fee Schedule as of January 2022 Regulatory Administration Service Proposal - In support of external legal counsel $[...] - one fund, per project $[...] - two funds, per project $[...] - three funds, per project Negotiated Fee - four funds and above (Includes MST external counsel fee, subject to services provided; if applicable) • $[...] - Additional fee per sub - adviser • $[...] - Additional fee per drafting multi-manager exemptive application (does not include outside legal costs) • MST may require up to $[...] in escrow Additional Regulatory Administration Services • $[...] - per fund or as negotiated for Subsequent new fund launch • $[...] - per project for Subsequent new share class launch • Multi - managed funds - as negotiated based upon specific requirements • Proxy - as negotiated based upon specific requirements All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/iXBRL filing. The Fund start-up and registration services project fee is paid for by the adviser and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser under an expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC. Extraordinary services - negotiated based upon specific requirements Multi - managed funds, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications. Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule Annual Fee Based Upon Average Net Assets of Xxxxx & Power Funds Complex* Basis points [...]%([...] bpts) on the first $[...] [...]% ([...] bpts) on the next $[...] [...]% ([...] bpts) on the balance $[...] per fund - Complex Minimum Annual Fee • $[...]- Additional fee for each intraday NAV calculations in excess of one strike per day • $[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor Services Included in Annual Fee Per Fund • Advisor Information Source - On-line access to portfolio management and compliance information. • Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. • U.S. Bank Regulatory Administration (e.g., annual registration statement update) • Core Tax Services - See Additional Services Fee Schedule • Quarterly Distribution Review • Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements. Data Services Pricing Services • $[...] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps • $[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds • $[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds • $[...] - Bank Loans • $[...] - Intraday money market funds pricing, up to 3 times per day • $[...] per Month Manual Security Pricing (>25per day) • Derivative Instruments are generally charged at the following rates: • $[...] - Interest Rate Swaps, Foreign Currency Swaps • $[...] - Swaptions • $[...] - Credit Default Swaps Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees. Corporate Actions and Factor Services • $[...] - per Foreign Equity Security per Month • $[...] - per Domestic Equity Security per Month • $[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month Third Party Administrative Data Charges (descriptive data for each security) • $[...] - per security per month for fund administrative data SEC Modernization Requirements • $[...] - per year, per Fund, Form N-PORT • $[...] - per year, per Fund, Form N-CEN Miscellaneous Expenses All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

Optional Tax Services. The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are: • ▪ Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...[ ] per year • ▪ Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...[ ] per additional estimate • ▪ State tax returns - (First two included in core services) – $[...[ ] per additional return Tax Reporting – C-Corporations Federal Tax Returns ▪ Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ] ▪ Prepare Federal and State extensions (If Applicable) – Included in the return fees ▪ Prepare provision estimates – $[ ] Per estimate State Tax Returns ▪ Prepare state income tax returns for funds and blocker entities – $[ ] per state return • Sign state income tax returns – $[ ] per state return Assist in filing state income tax returns – Included with preparation of returns • State tax notice consultative support and resolution – $[ ] per fund Fees are calculated pro rata and billed monthly Advisor’s signature not needed, because the fees are not changing from the Custody Agreement, dated September 9, 2020. Fee Schedule II for the following Funds: Xxxxx & Power Growth Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund Fund Start-up & Registration Services Project Fee Schedule as of January 2022 Regulatory Administration Service Proposal - – In support of external legal counsel $[...] - one fund, per project $[...] - two funds, per project $[...] - three funds, per project Negotiated Fee - four funds and above (Includes MST external counsel fee, subject Subject to services provided; if applicable) • $[...[ ] - per project – one fund $[ ] per project – two funds $[ ] per project – three funds $[ ] per project – four funds Negotiated Fee – five funds and above Additional fee of $[ ] per sub - sub-adviser • $[...] - for 2 or more sub-advisers Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by adviser. Additional fee per drafting multi-manager exemptive application (does not include outside legal costs) • MST may require up to $[...] in escrow Additional Regulatory Administration Services • $[...] - per fund or as negotiated reviews by Trust counsel for Subsequent new fund launch • $[...] - per project for Subsequent new share class launch • Multi - managed funds - as negotiated based upon specific requirements • Proxy - as negotiated based upon specific requirements All other miscellaneous fees and expenses, including but not limited to the following, will be separately extraordinary circumstances are billed as incurred: Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/iXBRL filingat cost. The Fund start-up startup and registration services project fee is paid for by the adviser advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser advisor under an the expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SECSEC filings. Extraordinary services - negotiated based upon specific requirements Multi - managed funds, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications. Fund Administration, Fund Accounting & Portfolio Compliance Additional Regulatory Administration Services Fee Schedule Annual Fee Based Upon Average Net Assets of Xxxxx & Power Funds Complex* Basis points [...]%([...] bpts) on the first ▪ Subsequent new fund launch – $[...] [...]% ([...] bpts) on the next $[...] [...]% ([...] bpts) on the balance $[...[ ] per fund - Complex Minimum or as negotiated ▪ Drafting SEC exemptive order application for required relief Negotiated fee Ongoing Annual Fee • $[...]- Additional fee for each intraday NAV calculations in excess of one strike per day • $[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor Services Included in Annual Fee Per Fund • Advisor Information Source - On-line access to portfolio management and compliance information. • Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. • U.S. Bank Regulatory Administration (e.g.Services Add the following for regulatory administration services in support of external legal counsel, including annual registration statement update) • Core Tax Services - See Additional Services Fee Schedule • Quarterly Distribution Review • Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes All schedules subject to change depending upon use update and drafting of unique security types requiring special pricing or accounting arrangements. Data Services Pricing Services • supplements ▪ $[...[ ] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps • $[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds • $[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds • $[...] - Bank Loans • $[...] - Intraday money market for first three funds pricing, up to 3 times per day • $[...] per Month Manual Security Pricing (>25per day) • Derivative Instruments are generally charged at the following rates: • $[...] - Interest Rate Swaps, Foreign Currency Swaps • $[...] - Swaptions • $[...] - Credit Default Swaps Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees. Corporate Actions and Factor Services • $[...] - per Foreign Equity Security per Month • $[...] - per Domestic Equity Security per Month • $[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month Third Party Administrative Data Charges (descriptive data same statutory prospectus ▪ Fees negotiated for each security) • $[...] - per security per month for fund administrative data SEC Modernization Requirements • $[...] - per year, per Fund, Form N-PORT • $[...] - per year, per Fund, Form N-CEN Miscellaneous Expenses funds 4+ All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Fair Value Services▪ Postage, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal if necessary ▪ Federal and state regulatory filing fees, liquidity classification fees, third fees ▪ Expenses from Board of Trustee meetings ▪ Third party auditing ▪ XXXXX/XBRL filing ▪ All other Miscellaneous expenses Fund startup and legal expensesregistration services project fee is paid for by the advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC filings. Adviser acknowledged and signed the fee schedule proposal, wash sales reporting (GainsKeeper)dated August 6, tax e-filing2020 on August 10, PFIC monitoring, conversion expenses (if necessary) and travel related costs2020.

Optional Tax Services. The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are: • Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...[ ] per year • Additional Capital Gain Dividend Estimates – (First two [ ] included in core services) – $[...[ ] per additional estimate • State tax returns - (First two [ ] included in core services) – $[...[ ] per additional return Tax Reporting – C-Corporations Federal Tax Returns • Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ] • Prepare Federal and State extensions (If Applicable) – Included in the return fees • Prepare provision estimates – $[ ] Per estimate State Tax Returns • Prepare state income tax returns for funds and blocker entities – $[ ] per state return • Sign state income tax returns – $[ ] per state return Assist in filing state income tax returns – Included with preparation of returns • State tax notice consultative support and resolution – $[ ] per fund Fees are calculated pro rata and billed monthly Advisor’s signature not needed, because Exhibit J to the fees are not changing from the Custody Agreement, dated September 9, 2020. Fee Schedule II for the following Funds: Xxxxx & Power Growth ETF Series Solutions Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund Administration Servicing Agreement at June 2021 Fund Start-up & Registration Services Project Fee Schedule as of January 2022 U.S. Global Regulatory Administration Service Proposal - – In support of external legal counsel $[...] - one fund, per project $[...] - two funds, per project $[...] - three funds, per project Negotiated Fee - four funds and above (Includes MST external counsel fee, subject Subject to services provided; if applicable) • $[...[ ] - per project – [ ] fund $[ ] per project – [ ] funds $[ ] per project – [ ] funds $[ ] per project – [ ] funds Negotiated Fee – [ ] funds and above Additional fee of $[ ] per sub - sub-adviser • $[...for [ ] - or more sub-advisers Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by adviser. Additional reviews by Trust counsel for extraordinary circumstances are billed at cost. Fund startup and registration services project fee per drafting multiis paid for by the advisor and not the Fund(s). This non-manager exemptive application (does refundable fee is not include outside legal costs) • MST may require up able to $[...be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed [ ]% following the selection of U.S. Bank and [ ]% [ ] in escrow days after the preliminary registration statement is filed with the SEC filings. Additional Regulatory Administration Services • Subsequent new fund launch – $[...[ ] - per fund or as negotiated • Drafting SEC exemptive order application for Subsequent new fund launch required relief Negotiated fee Ongoing Annual Regulatory Administration Services Add the following for regulatory administration services in support of external legal counsel, including annual registration statement update and drafting of supplements • $[...[ ] - per project for Subsequent new share class launch [ ] funds in same statutory prospectus • Multi - managed Fees negotiated for funds - as negotiated based upon specific requirements • Proxy - as negotiated based upon specific requirements [ ]+ All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: • Postage, if necessary • Federal and state regulatory filing fees, expenses fees • Expenses from Board of Trustee meetings, third meetings • Third party auditing and legal expenses, • XXXXX/iXBRL filing. The XBRL filing • All other Miscellaneous expenses Fund start-up startup and registration services project fee is paid for by the adviser advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser advisor under an the expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50[ ]% following the selection of U.S. Bank and 50[ ]% 75 [ ] days after the preliminary registration statement is filed with the SEC. Extraordinary services - negotiated based upon specific requirements Multi - managed funds, proxy, expedited SEC filings, asset conversion, fulcrum fee, other exemptive applications. Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule Annual Fee Based Upon Average Net Assets of Xxxxx & Power Funds Complex* Basis points [...]%([...] bpts) on the first $[...] [...]% ([...] bpts) on the next $[...] [...]% ([...] bpts) on the balance $[...] per fund - Complex Minimum Annual Fee • $[...]- Additional fee for each intraday NAV calculations in excess of one strike per day • $[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor Services Included in Annual Fee Per Fund • Advisor Information Source - On-line access to portfolio management and compliance information. • Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. • U.S. Bank Regulatory Administration (e.g., annual registration statement update) • Core Tax Services - See Additional Services Fee Schedule • Quarterly Distribution Review • Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements. Data Services Pricing Services • $[...] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps • $[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds • $[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds • $[...] - Bank Loans • $[...] - Intraday money market funds pricing, up to 3 times per day • $[...] per Month Manual Security Pricing (>25per day) • Derivative Instruments are generally charged at the following rates: • $[...] - Interest Rate Swaps, Foreign Currency Swaps • $[...] - Swaptions • $[...] - Credit Default Swaps Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees. Corporate Actions and Factor Services • $[...] - per Foreign Equity Security per Month • $[...] - per Domestic Equity Security per Month • $[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month Third Party Administrative Data Charges (descriptive data for each security) • $[...] - per security per month for fund administrative data SEC Modernization Requirements • $[...] - per year, per Fund, Form N-PORT • $[...] - per year, per Fund, Form N-CEN Miscellaneous Expenses All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

Optional Tax Services. The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are: • ▪ Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...[ ] per year • ▪ Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...[ ] per additional estimate • ▪ State tax returns - (First two included in core services) – $[...[ ] per additional return Tax Reporting – C-Corporations Federal Tax Returns ▪ Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ] ▪ Prepare Federal and State extensions (If Applicable) – Included in the return fees ▪ Prepare provision estimates – $[ ] Per estimate State Tax Returns ▪ Prepare state income tax returns for funds and blocker entities – $[ ] per state return • Sign state income tax returns – $[ ] per state return Assist in filing state income tax returns – Included with preparation of returns • State tax notice consultative support and resolution – $[ ] per fund Fees are calculated pro rata and billed monthly Advisor’s signature not needed, because the fees are not changing from the Custody Agreement, dated September 9, 2020. Fee Schedule II for the following Funds: Xxxxx & Power Growth Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund Fund Start-up & Registration Services Project Fee Schedule as of January 2022 Regulatory Administration Service Proposal - – In support of external legal counsel $[...] - one fund, per project $[...] - two funds, per project $[...] - three funds, per project Negotiated Fee - four funds and above (Includes MST external counsel fee, subject Subject to services provided; if applicable) • $[...[ ] - per project – one fund $[ ] per project – two funds $[ ] per project – three funds $[ ] per project – four funds Negotiated Fee – five funds and above Additional fee of $[ ] per sub - sub-adviser • $[...] - for 2 or more sub-advisers Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by adviser. Additional fee per drafting multi-manager exemptive application (does not include outside legal costs) • MST may require up to $[...] in escrow Additional Regulatory Administration Services • $[...] - per fund or as negotiated reviews by Trust counsel for Subsequent new fund launch • $[...] - per project for Subsequent new share class launch • Multi - managed funds - as negotiated based upon specific requirements • Proxy - as negotiated based upon specific requirements All other miscellaneous fees and expenses, including but not limited to the following, will be separately extraordinary circumstances are billed as incurred: Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/iXBRL filingat cost. The Fund start-up startup and registration services project fee is paid for by the adviser advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser advisor under an the expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SECSEC filings. Extraordinary services - negotiated based upon specific requirements Multi - managed funds, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications. Fund Administration, Fund Accounting & Portfolio Compliance Additional Regulatory Administration Services Fee Schedule Annual Fee Based Upon Average Net Assets of Xxxxx & Power Funds Complex* Basis points [...]%([...] bpts) on the first ▪ Subsequent new fund launch – $[...] [...]% ([...] bpts) on the next $[...] [...]% ([...] bpts) on the balance $[...[ ] per fund - Complex Minimum or as negotiated ▪ Drafting SEC exemptive order application for required relief Negotiated fee Ongoing Annual Fee • $[...]- Additional fee for each intraday NAV calculations in excess of one strike per day • $[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor Services Included in Annual Fee Per Fund • Advisor Information Source - On-line access to portfolio management and compliance information. • Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. • U.S. Bank Regulatory Administration (e.g.Services Add the following for regulatory administration services in support of external legal counsel, including annual registration statement update) • Core Tax Services - See Additional Services Fee Schedule • Quarterly Distribution Review • Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes All schedules subject to change depending upon use update and drafting of unique security types requiring special pricing or accounting arrangements. Data Services Pricing Services • supplements ▪ $[...[ ] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps • $[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds • $[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds • $[...] - Bank Loans • $[...] - Intraday money market for first three funds pricing, up to 3 times per day • $[...] per Month Manual Security Pricing (>25per day) • Derivative Instruments are generally charged at the following rates: • $[...] - Interest Rate Swaps, Foreign Currency Swaps • $[...] - Swaptions • $[...] - Credit Default Swaps Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees. Corporate Actions and Factor Services • $[...] - per Foreign Equity Security per Month • $[...] - per Domestic Equity Security per Month • $[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month Third Party Administrative Data Charges (descriptive data same statutory prospectus ▪ Fees negotiated for each security) • $[...] - per security per month for fund administrative data SEC Modernization Requirements • $[...] - per year, per Fund, Form N-PORT • $[...] - per year, per Fund, Form N-CEN Miscellaneous Expenses funds 4+ All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Fair Value Services▪ Postage, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal if necessary ▪ Federal and state regulatory filing fees, liquidity classification fees, third fees ▪ Expenses from Board of Trustee meetings ▪ Third party auditing ▪ XXXXX/XBRL filing ▪ All other Miscellaneous expenses Fund startup and legal expensesregistration services project fee is paid for by the advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC filings. Adviser’s acknowledged and signed fee schedule proposal, wash sales reporting (GainsKeeper)dated August 6, tax e-filing2020 and signed August 10, PFIC monitoring, conversion expenses (if necessary) and travel related costs2020.

Optional Tax Services. The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services excluded from the Base Fee are: • Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[...] ___per year • § Additional Capital Gain Dividend Estimates – (First two included in core services) – $[...] ___ per additional estimate • § State tax returns - (First two included in core services) – $[...] ___ per additional return Fees are calculated pro rata Tax Reporting – MLP C-Corporations Federal Tax Returns § Prepare corporate Book to tax calculation, average cost analysis and billed monthly Advisor’s signature not neededcost basis role forwards, because and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $___ § Prepare Federal and State extensions (If Applicable) – Included in the return fees are not changing from § Prepare provision estimates – $___ Per estimate State Tax Returns § Prepare state income tax returns for funds and blocker entities – $___ per state return − Sign state income tax returns – $___ per state return − Assist in filing state income tax returns – Included with preparation of returns § State tax notice consultative support and resolution – $___ per fund Exhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement Name of Series iM DBi Managed Futures Strategy ETF The below fee schedule is specific to the Custody Agreement, dated September 9, 2020. Fee Schedule II for the following FundsFund named above: Xxxxx & Power Growth Fund Xxxxx & Power Balanced Fund Xxxxx & Power Small Cap Fund Fund Start-up & Registration Services Project Fee Schedule as of January 2022 Regulatory Legal Administration Service Proposal - – In support of external legal counsel $[...] - one fund, per project $[...] - two funds, per project $[...] - three funds, per project Negotiated Fee - four funds and above (Includes MST external counsel fee, subject Subject to services provided; if applicable) • $[...] - ___ per project – one fund $___ per project – two funds $___ per project – three funds $___ per project – four funds Negotiated Fee – five funds and above Additional fee of $___ per sub - adviser • $[...] - sub-advisor for 2 or more sub-advisors Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by advisor. Additional fee per drafting multi-manager exemptive application (does not include outside legal costs) • MST may require up to $[...] in escrow reviews by Trust counsel for extraordinary circumstances are billed at cost. Additional Regulatory Legal Administration Services • Subsequent new fund launch – $[...] - ___ per fund or as negotiated Drafting SEC exemptive order application for Subsequent new active and/or passively-managed ETF(s), multi-manager relief or other requested relief. $___actively managed relief $___ passively managed relief Ongoing Annual Legal Administration Services Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements $___ first fund launch • $[...] - per project ___ each additional fund up to 5 funds Fees negotiated for Subsequent new share class launch • Multi - managed funds - as negotiated based upon specific requirements • Proxy - as negotiated based upon specific requirements 6+ All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Postage, if necessary Federal and state regulatory filing fees, expenses fees Expenses from Board of Trustee meetings, third meetings Third party auditing and legal expenses, XXXXX/iXBRL filing. The XBRL filing All other Miscellaneous expenses Fund start-up startup and registration services project fee is paid for by the adviser advisor and not the Fund(s). This non-refundable fee is not able to be recouped by the adviser advisor under an the expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank Bancorp Fund Services and 50% 75 days after the preliminary registration statement is filed with the SECSEC filings. Extraordinary services - negotiated based upon specific requirements Multi - managed fundsExhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement Base Fee for Accounting, proxy, expedited filings, asset conversion, fulcrum fee, other exemptive applications. Fund Administration, Fund Accounting Transfer Agent & Portfolio Compliance Account Services Fee Schedule Annual Fee Based Upon Average Net Assets The following reflects the greater of Xxxxx & Power Funds Complex* Basis points [...]%([...] bpts) on the first $[...] [...]% ([...] bpts) on the next $[...] [...]% ([...] bpts) on the balance $[...] per fund - Complex Minimum Annual Fee • $[...]- Additional basis point fee for each intraday NAV calculations in excess of one strike per day • $[...] - Additional fee for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor Services Included in Annual Fee Per Fund • Advisor Information Source - On-line access to portfolio management and compliance information. • Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. • U.S. Bank Regulatory Administration (e.g., or annual registration statement update) • Core Tax Services - See Additional Services Fee Schedule • Quarterly Distribution Review • Board Meeting Services - Board Book Preparation, Board Book Review, Attend Board Meetings, Board Book compilation, Board Minutes All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements. Data Services Pricing Services • $[...] - Listed Instruments and rates which may include but are not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps • $[...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic Corporate, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds • $[...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO and Asset Backed Securities, Money Market Instruments, Foreign Corporates, Government and Agency Bonds, Asset Backed, and High Yield Bonds • $[...] - Bank Loans • $[...] - Intraday money market funds pricing, up to 3 times per day • $[...] per Month Manual Security Pricing (>25per day) • Derivative Instruments are generally charged at the following rates: • $[...] - Interest Rate Swaps, Foreign Currency Swaps • $[...] - Swaptions • $[...] - Credit Default Swaps Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such minimum1 where iM Global Partner US acts as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDOs, and complex derivative instruments which may result in additional swap setup fees. Corporate Actions and Factor Services • $[...] - per Foreign Equity Security per Month • $[...] - per Domestic Equity Security per Month • $[...] - per CMOs, Asset Backed, Mortgage Backed Security per Month Third Party Administrative Data Charges (descriptive data for each security) • $[...] - per security per month for fund administrative data SEC Modernization Requirements • $[...] - per year, per Fund, Form N-PORT • $[...] - per year, per Fund, Form N-CEN Miscellaneous Expenses All other miscellaneous fees and expenses, including but not limited Adviser to the following, will be separately billed as incurred: Fair Value Services, SWIFT processing, customized reporting, thirdexchange-party data provider costs (including Bloomberg, S&P, Xxxxx'x, Morningstar GICS, MSCI, Lipper, etctraded fund in the MDP Series Trust.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.