Common use of Compensation of the Sub-Advisor Clause in Contracts

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points $10 to $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day period at the conclusion of each quarter. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] 0 basis points $10 to $20 Million [ ] 10 basis points $20 Million to $100 Million [ ] 45 basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] 45 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day period at the conclusion of each quarter. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points $10 to $20 Million [ ] basis points Zero $20 Million 20,000,001 to $100 Million [ ] 30 basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] 30 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor payable on a quarterly basis within a 30 day period at fifteen (15) days of the conclusion of each quarterquarter unless otherwise agreed to in writing signed by the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of 0.30% of the average daily net assets of the Fund Fund, less certain operating expenses borne by the Advisor, as follows: $0 agreed to $10 Million [ ] basis points $10 to $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] basis points (on all AUM) between the Advisor and Sub-Advisor. The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor payable on a quarterly basis within a 30 day specified period of time at the conclusion of each quarter. The Fund will not pay a direct fee quarter as agreed to between the Advisor and Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Sub-Advisor has also agreed to allow the Advisor to withhold from the Fee the Advisor's expenses (if any) under that certain Expense Limitation Agreement dated July 6, 2015, and any amendments thereto, between the Advisor, Sub-Advisor and the Fund, as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 17 Million [ ] basis points >$10 to $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 17 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points Zero <$10 Million to $20 Million [ ] 5 basis points <$20 Million to $100 Million [ ] 15 basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] 15 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an investment advisory fee (the "Fee") equal annual basis to an annualized rate 0.50% of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points $10 to $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] basis points (on all AUM) The Fee Assets. Such fee shall be calculated as computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid compensation to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day period at the conclusion shall be prorated. For purposes of each quarter. The Fund will not pay a direct fee to calculating the Sub-Advisor. 's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof. b. The investment subSub-advisory fee Advisor reserves the right to waive all or a part of its fees hereunder. c. The compensation of the Sub-Advisor shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount")custodian. The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment sub-advisory contract agreement with the Sub-Advisor within 150 days of the effective date of this Interim Sub-Advisory Agreement, the Escrow Amount amount in the escrow account (including interest, but less any bank fee on the escrow accountinterest earned) will shall be paid to the Sub-Advisor. If a majority of shareholders the Fund's outstanding voting securities do not approve a new investment sub-advisory contract agreement with the Sub-Advisor within 150 days of the effective date of this Interim Sub-Advisory Agreement, the Sub-Advisor will shall be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing its services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee plus interest earned on the escrow account); that amount while in escrow) or (ii) the Escrow Amount (including interest, but less any bank fee on total amount in the escrow accountaccount (plus interest earned). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points >$10 to $20 Million [ ] basis points >$20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 17 Million [ ] basis points Zero >$10 to $20 17 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] 30 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 20 Million [ ] basis points $10 to Zero >$20 Million [ ] to$ I 00 Million 30 basis points (on AUM over $20 Million to Million) >$100 Million [ ] basis points only on those assets under management ("AUM") above 20 Million Above $100 Million [ ] 30 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points <$10 Million to $20 Million [ ] basis points <$20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] 10 basis points $10 to $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") >$10 Million to $20 Million 15 basis points only on those AUM above $10 Million >$20 Million to $100 Million 30 basis points only on those AUM above $20 Million Above $100 Million [ ] 30 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points Zero >$10 to $20 Million [ ] basis points Zero >$20 Million to $100 Million [ ] 30 basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] 30 basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 20 Million [ ] >$20 Million to$ I 00 Million [ ] basis points $10 to (on AUM over $20 Million [ ] basis points $20 Million to $100 Million [ ] basis points only on those assets under management ("AUM"Million) above 20 Million Above >$100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points $10 to $20 Million [ ] basis points $20 Million 20,000,001 to $100 Million [ ] basis points only on those assets under management ("AUM") above $20 Million Above $100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor payable on a quarterly basis within a 30 day period at fifteen (15) days of the conclusion of each quarterquarter unless otherwise agreed to in writing signed by the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.

Compensation of the Sub-Advisor. The Advisor will pay to the Sub-Advisor an investment advisory fee (the "Fee") equal to an annualized rate of the average daily net assets of the Fund as follows: $0 to $10 Million [ ] basis points on assets under management ("AUM") >$10 Million to $20 Million [ ] basis points only on those AUM above $10 Million >$20 Million to $100 Million [ ] basis points only on those assets under management ("AUM") AUM above $20 Million Above $100 Million [ ] basis points (on all AUM) The Fee shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid to the Sub-Advisor by the Advisor on a quarterly basis within a 30 day specified period of time at the conclusion of each quarterquarter as agreed to between the Advisor and Sub-Advisor. The Fund will not pay a direct fee to the Sub-Advisor. The investment sub-advisory fee shall be held in an interest-bearing escrow account with the Fund's custodian ("Escrow Amount"). The Escrow Amount shall be calculated as of the last business day of each month based upon the average daily net assets of the Fund determined in the manner described in the Fund's Prospectus and/or Statement of Additional Information, and shall be paid into the escrow account within five (5) days after such calculation; If a majority of the Fund's outstanding voting securities ("majority of shareholders") approve a new investment advisory contract with the Advisor within 150 days of this Interim Sub-Advisory Agreement, the Escrow Amount (including interest, but less any bank fee on the escrow account) will be paid to the Sub-Advisor. If a majority of shareholders do not approve a new investment advisory contract within 150 days of this Interim Sub-Advisory Agreement, the Sub-Advisor will be paid, out of the escrow account, the lesser of: (i) any costs incurred by the Sub-Advisor in performing services under this Interim Sub- Sub-Advisory Agreement (including interest, but less any bank fee on the escrow account); or (ii) the Escrow Amount (including interest, but less any bank fee on the escrow account). Any fee paid to the Sub-Advisor under this paragraph must be pre-approved by the Trust's Board of Trustees. The Fund will not pay a direct fee to the Sub-Advisor.