Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. Subject to the supervision of the Trustees of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders of the Fund, the Adviser may delexxxx xx a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees Directors of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees Directors (including a majority of the Trustees Fund's Directors who are not "interested persons" of the Fund as defined in the 1940 Act0000 Xxx) and of the shareholders of the Fund, the Adviser may delexxxx xx delegate to a sub-=adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of TrusteesDirectors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios Funds in accordance with the Portfolios' each Fund's investment objectives, policies and limitations as stated in each Portfolio's the Funds' Prospectus and Statement of Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make investment decisions for the Portfolioseach Fund; and (c) place orders to purchase and sell securities for the Portfolioseach Fund. In performing its investment management services to the Portfolios Funds hereunder, the Adviser will provide the Portfolios each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' each Fund's investments. The Adviser will determine what portion of the Portfolios' each Fund's investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the FundTrust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund Trust as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-sub- adviser and shall report regularly thereon to the FundTrust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees Directors of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees Directors (including a majority of the Trustees Fund's Directors who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders of the Fundox xxx Xund, the Adviser may delexxxx xx delegate to a sub-=adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of TrusteesDirectors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios Funds in accordance with the Portfolios' each Fund’s investment objectives, policies and limitations as stated in each Portfolio's the Funds’ Prospectus and Statement of Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make investment decisions for the Portfolioseach Fund; and (c) place orders to purchase and sell securities for the Portfolioseach Fund. In performing its investment management services to the Portfolios Funds hereunder, the Adviser will provide the Portfolios each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' each Fund’s investments. The Adviser will determine what portion of the Portfolios' each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the FundTrust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund Trust as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the FundTrust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act0000 Xxx) and of the shareholders of the Fund, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' ’ investment objectives, policies and limitations as stated in each Portfolio's ’s Prospectus and Statement of Additional Information included as part of the Fund's Trust’s Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' ’ investments. The Adviser will determine what portion of the Portfolios' ’ investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Trust’s Board of Trustees (including a majority of the Trustees who are not "“interested persons" ” of the Fund Trust as defined in the 1940 Act1000 Xxx) and of the shareholders of the FundTrust, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders of sharehxxxxxx xf the Fund, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the FundTrust and the Manager, the Adviser Sub-adviser will, in coordination with the Manager: (ai) provide on a discretionary or non-binding basis, a program of continuous investment management for the Portfolios Allocated Assets in accordance with the Portfolios' relevant Fund’s investment objectives, policies and limitations as stated in each Portfolio's such Fund’s Prospectus and Statement of Additional Information included as part of the Fund's Trust’s Registration Statement filed with the U.S. Securities and Exchange CommissionCommission (“SEC”) on behalf of each Fund, as they may be amended from time to time, copies of which shall be provided to the Adviser Sub-adviser by the FundManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the PortfoliosAllocated Assets; and and/or (ciii) place recommend orders to purchase and sell securities for the PortfoliosAllocated Assets. In particular, when the Sub-adviser provides management services on a discretionary basis, the Sub-adviser will be responsible for the timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Allocated Assets of each Fund. In performing its investment management advisory services to the Portfolios each Fund hereunder, the Adviser Sub-adviser will provide the Portfolios each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options, futures options and other investments and techniques that each Fund, with regard to the Portfolios Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investmentsAllocated Assets to the Manager and the Trust. The Adviser Sub-adviser will determine or recommend what portion of the Portfolios' investments Allocated Assets shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser parties hereby agree that the Sub-adviser shall furnish be responsible solely for providing such services as are set forth herein with respect to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such servicesAllocated Assets. Subject to the approval Prospectus and Statement of Additional Information and the instructions of the Fund's Board Manager, the Sub-adviser, acting as agent, will have, if providing management services on a discretionary basis, complete discretion over the Allocated Assets of Trustees each Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser’s discretion, if providing management services on a discretionary basis, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform discretionary services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a majority result of any events or circumstances outside the reasonable control of the Trustees who are Sub-adviser including, but not "interested persons" limited to, changes in the price or value of assets of the Fund as defined brought about solely through movements in the 1940 Act) and of the shareholders of the Fundmarket, the Adviser may delexxxx xx a subalthough Sub-adviser its duties enumerated shall take, if providing management services on a discretionary basis, such remedial actions as may be set forth in Section 2 hereofthe Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Adviser shall continue to supervise the performance of any such subSub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees Directors of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus prospectus and Statement of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees Directors (including a majority of the Trustees Fund's Directors who are not "interested persons" of the Fund as defined in the 1940 Act0000 Xxx) and of the shareholders of the Fund, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of TrusteesDirectors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the Fund, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' investment objectives, policies and limitations as stated in each Portfolio's Prospectus Prospectus(es) and Statement Statement(s) of Additional Information included as part of the Fund's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make asset allocation and investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investments. The Adviser will determine what portion of the Portfolios' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the FundTrust and the Manager, the Adviser Sub-adviser will, in coordination with the Manager: (ai) provide on a discretionary or non-binding basis, a program of continuous investment management for the Portfolios Allocated Assets in accordance with the Portfolios' relevant Fund’s investment objectives, policies and limitations as stated in each Portfolio's such Fund’s Prospectus and Statement of Additional Information included as part of the Fund's Trust’s Registration Statement filed with the U.S. Securities and Exchange CommissionCommission (“SEC”) on behalf of each Fund, as they may be amended from time to time, copies of which shall be provided to the Adviser Sub-adviser by the FundManager prior to the Effective Date (as defined below) and in advance of the effective date of any amendment in the event of any amendment to the investment objectives, policies and limitations; (bii) make or recommend investment decisions for the PortfoliosAllocated Assets; and and/or (ciii) place recommend orders to purchase and sell securities for the PortfoliosAllocated Assets. In particular, when the Sub-adviser provides management services on a discretionary basis, the Sub-adviser will be responsible for the timing of purchases and sales in the market and for all yield or other return enhancement strategies used in managing the Allocated Assets of each Fund. In performing its investment management advisory services to the Portfolios each Fund hereunder, the Adviser Sub-adviser will provide the Portfolios each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser Sub-adviser will determine or recommend the securities, instruments, repurchase agreements, options, futures options and other investments and techniques that each Fund, with regard to the Portfolios Allocated Assets, will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' investmentsAllocated Assets to the Manager and the Trust. The Adviser Sub-adviser will determine or recommend what portion of the Portfolios' investments Allocated Assets shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser parties hereby agree that the Sub-adviser shall furnish be responsible solely for providing such services as are set forth herein with respect to the Fund adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the Fund, including complying with the corporate reporting requirements of the various states in which the Fund does business, and conducting correspondence and other communications with the stockholders of the Fund. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such servicesAllocated Assets. Subject to the approval Prospectus and Statement of Additional Information and the instructions of the FundManager, the Sub-adviser, acting as agent, will have, if providing management services on a discretionary basis, complete discretion over the Allocated Assets of each Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets. For the avoidance of doubt, subject to applicable law, the Sub-adviser's Board of Trustees discretion, if providing management services on a discretionary basis, shall include authority to employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Sub-adviser to perform discretionary services envisaged under this Sub-advisory Agreement. The investment objectives, policies and limitations will not be breached as a majority result of any events or circumstances outside the reasonable control of the Trustees who are Sub-adviser including, but not "interested persons" limited to, changes in the price or value of assets of the Fund as defined brought about solely through movements in the 1940 Act) and of the shareholders of the Fundmarket, the Adviser may delexxxx xx a subalthough Sub-adviser its duties enumerated shall take, if providing management services on a discretionary basis, such remedial actions as may be set forth in Section 2 hereofthe Prospectus or Statement of Additional Information or otherwise instructed by the Manager. The Adviser shall continue to supervise the performance of any such subSub-adviser and shall report regularly thereon to the Fund's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios Funds in accordance with the Portfolios' each Fund's investment objectives, policies and limitations as stated in each Portfolio's Prospectus the Funds' Prospectus(es) and Statement Statement(s) of Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Fund; (b) make asset allocation and investment decisions for the Portfolioseach Fund; and (c) place orders to purchase and sell securities for the Portfolioseach Fund. In performing its investment management services to the Portfolios Funds hereunder, the Adviser will provide the Portfolios each Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' each Fund's investments. The Adviser will determine what portion of the Portfolios' each Fund's investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the FundTrust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund Trust as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the FundTrust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios in accordance with the Portfolios' ’ investment objectives, policies and limitations as stated in each Portfolio's ’s Prospectus and Statement of Additional Information included as part of the Fund's Trust’s Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make investment decisions for the Portfolios; and (c) place orders to purchase and sell securities for the Portfolios. In performing its investment management services to the Portfolios hereunder, the Adviser will provide the Portfolios with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' ’ investments. The Adviser will determine what portion of the Portfolios' ’ investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Trust’s Board of Trustees (including a majority of the Trustees who are not "“interested persons" ” of the Fund Trust as defined in the 1940 Act0000 Xxx) and of the shareholders of the FundTrust, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios Fund in accordance with the Portfolios' Fund’s investment objectives, policies and limitations as stated in each Portfolio's Prospectus the Fund’s Prospectus(es) and Statement of Additional Information included as part of the Fund's Trust’s Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make asset allocation and investment decisions for the PortfoliosFund; and (c) place orders to purchase and sell securities for the PortfoliosFund. In performing its investment management services to the Portfolios Fund hereunder, the Adviser will provide the Portfolios Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' Fund’s investments. The Adviser will determine what portion of the Portfolios' Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Trust’s Board of Trustees (including a majority of the Trustees who are not "“interested persons" ” of the Fund Trust as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the Fund's Trust’s Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees Directors of the FundCompany, the Adviser will, (a) provide a program of continuous investment management for the Portfolios Funds in accordance with the PortfoliosFunds' investment objectives, policies and limitations as stated in each PortfolioFund's Prospectus and Statement of Additional Information included as part of the FundCompany's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundCompany; (b) make investment decisions for the PortfoliosFunds; and (c) place orders to purchase and sell securities for the PortfoliosFunds. In performing its investment management services to the Portfolios Funds hereunder, the Adviser will provide the Portfolios Funds with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios Funds will purchase, sell, enter into or use, and will provide prove an ongoing evaluation of the PortfoliosFunds' investments. The Adviser will determine what portion of the PortfoliosFunds' investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Company adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, time and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundCompany, including complying with the corporate reporting requirements of the various states in which the Fund Company does business, and conducting correspondence and other communications with the stockholders of the FundCompany. The Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the Fund's Board of Trustees Directors (including a majority of the Trustees Directors who are not "interested persons" of the Fund Company as defined in the 1940 Act) and of the shareholders of the FundCompany, the Adviser may delexxxx xx delegate to a sub-adviser its duties enumerated in Section enumeratex xx Xxxtion 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the FundCompany's Board of TrusteesDirectors. The Adviser further agrees that, in performing its duties hereunder, it will:

Investment Advisory Duties. Subject to the supervision of the Trustees of the FundTrust, the Adviser will, (a) provide a program of continuous investment management for the Portfolios each Fund in accordance with the Portfolios' Fund’s investment objectives, policies and limitations as stated in each Portfolio's Prospectus the Fund’s Prospectus(es) and Statement of Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the FundTrust; (b) make asset allocation and investment decisions for the Portfolioseach Fund; and (c) place orders to purchase and sell securities for the Portfolioseach Fund. In performing its investment management services to the Portfolios Fund hereunder, the Adviser will provide the Portfolios Fund with ongoing investment guidance and policy direction, including oral and written research, analysis, advice, statistical and economic data, and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. The Adviser will determine the securities, instruments, repurchase agreements, options, futures and other investments and techniques that the Portfolios each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Portfolios' each Fund’s investments. The Adviser will determine what portion of the Portfolios' each Fund’s investments shall be invested in securities and other assets, and what portion, if any, should be held uninvested. The Adviser shall furnish to the Fund Trust adequate (i) office space, which may be space within the offices of the Adviser or in such other places as may be agreed upon from time to time, and (ii) office furnishings, facilities and equipment as may be reasonably required for managing the corporate affairs and conducting the business of the FundTrust, including complying with the corporate reporting requirements of the various states in which the Fund Trust does business, and conducting correspondence and other communications with the stockholders of the FundTrust. The Except as otherwise provided in Section 4, the Adviser shall employ or provide and compensate the executive, secretarial and clerical personnel necessary to provide such services. Subject to the approval of the FundTrust's Board of Trustees (including a majority of the Trustees who are not "interested persons" of the Fund Trust as defined in the 1940 Act) and of the shareholders of the Fund), the Adviser may delexxxx xx a delegate to one or more sub-adviser advisers any of its duties enumerated in Section 2 hereof. The Adviser shall continue to supervise the performance of any such sub-adviser and shall report regularly thereon to the FundTrust's Board of Trustees. The Adviser further agrees that, in performing its duties hereunder, it will: