Common use of Advisory Services Clause in Contracts

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fund, what securities (and other financial instruments) shall be held, exchanged or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1You will regularly provide the Fund with advice concerning the investment management of that portion of the Fund’s assets that are allocated to you, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information, as amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. The Trust, on behalf of each Fund, hereby appoints Board or the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determinemay, from time to time, make additions to and withdrawals from the assets of the Fund allocated to you. You will determine what securities (and other financial instruments) instruments shall be purchased for each such portion of the Fund’s assets, what securities (and other financial instruments) instruments shall be held, exchanged held or sold by each Fund such portions of the Fund’s assets, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Laws, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, as amended or supplemented, or any investment guidelines or other instructions received by you in writing from the Adviser, and subject, further, to such other limitations, policies and procedures instructions as the Board may reasonably impose from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities with brokers or dealers selected by you for that portion of the Fund’s assets for which you serve as sub-investment adviser. You shall have no responsibility for actions taken in reliance on the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information; and written instructions, each as in effect from time to time. You will conform your conduct to, and will ensure that your management of the portion of the Fund’s assets allocated to you complies with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Prospectus and Statement of Additional Information, as amended or supplemented, under the Securities Act of 1933, as amended, and the Investment Company Act. The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments in the portion of the assets of the Fund managed by you. You shall be responsible for the exercise of these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and provide based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in writing order for you or your designee to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion receive proxies and act for each Fund shareholder communications relating to securities held in the same manner and with portion of the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right assets managed by you. You will maintain appropriate records detailing your voting of proxies on behalf of the BoardFund and, in its sole discretionupon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest. You are authorized to establish utilize a third-party service provider for purposes of proxy research, voting, recording and record-keeping. For the avoidance of doubt, you will not be responsible for filing of Form N-PX or revise policies any other regulatory filings in connection with the management exercise of a voting rights with respect to the Fund. You shall not be responsible for advising or acting for the Fund in legal proceedings, including but not limited to class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased or held in the Fund. Should you receive notices or related materials for the Fund involving securities purchased by you in the Fund, you shall use commercially reasonable efforts to transmit copies of such notices to the Fund’s custodian. You shall not incur any liability for any delay or failure to timely provide such notices or related materials to the Fund’s custodian. You shall maintain written compliance policies and procedures that are reasonably designed to ensure the Fund’s compliance with the foregoing and to prevent yourself and the Fund from violating applicable federal securities laws, but only insofar as those compliance policies and procedures apply to your actions as sub-investment adviser to the Fund. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees as the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser immediately upon detection of any breach of any of the Fund’s policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to otherwise exercise its right your advisory clients. You shall keep the books and records to control be maintained by you with respect to your services for the overall management Fund and shall timely furnish to the Adviser all information relating to your services hereunder needed by the Adviser to keep other books and records of the Fund required by Rule 3la-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly upon request and without any charge to the Fund any of such records required to be maintained by you; provided that you may retain copies as required under applicable document retention regulations or your policies and procedures. Upon reasonable request from the Adviser, you will reasonably assist the Valuation Committee of the Trust in valuing securities or other financial instruments of the Fund as may be required from time to time, including making available information of which you have knowledge related to the securities or other financial instruments being valued. You shall promptly provide the Trust and each the Adviser with any information you receive regarding class action claims or any other legal matters involving any security or other financial instrument held in the Fund and shall cooperate with the Trust and the Adviser to the extent necessary for the Trust or the Adviser to pursue and/or participate in any such action or matter. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. The Adviser acknowledges You will cooperate with the Trust’s independent public accountants and take all reasonable action in the performance of services and obligations under this Agreement to assure that the Board retains ultimate authority over each Fund information needed by such accountants is made available to them for the expression of their opinion without any qualification as to the scope of their audit, including, but not limited to, their opinion included in the Trust’s annual report under the Investment Company Act and annual amendment to the Trust’s registration statement under the Investment Company Act. Nothing in this Agreement shall limit or restrict your right or the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association. Except as set forth herein, you may take not delegate to any and all actions necessary and reasonable person, including to protect one or more companies that you control, are controlled by, or are under common control with, or to specified employees of any such companies, any of your duties under this Agreement without the interests prior written consent of Fund shareholdersthe Adviser.

Advisory Services. 1.1. (a) The Investment Adviser will regularly provide the Trust, on behalf of each the Fund, hereby appoints with investment research, advice and supervision and will furnish continuously an investment program for the Adviser to manage Fund consistent with the investment objectives and reinvestment of such Fund’s assets, subject to the supervision and oversight policies of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Investment Adviser shall determine, will determine from time to time, time what securities (and other financial instruments) shall be purchased for each the Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each the Fund and what portion of each the Fund’s 's assets shall be held uninvested in as cash, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, Act and under the Securities Act of 1933, as amended (1933 covering the “1933 Act”), covering Fund Trust's shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Commission, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees of the Trust may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”)establish. To carry out such obligationsdeterminations, the Investment Adviser shall will place orders for the investment and reinvestment of Fund assets. The Investment Adviser will exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement (b) The Investment Adviser will, to the Adviser having full discretionary authority over each Fund’s investments shall extent reasonably required in any way limit the right conduct of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management business of the Trust Fund and each Fundupon its request, furnish to the Fund research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Fund shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser acknowledges that will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. (c) The Investment Adviser will maintain all books and records with respect to the Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Trust's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Investment Adviser will also provide to the Trust's Board of Trustees such periodic and special reports as the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersreasonably request.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fundthe Funds, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund the Funds and what portion of each Fund’s the Funds’ assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund the Funds in the same manner and with the same force and effect as each Fund itself the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints the Adviser to manage the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, what securities (and other financial instruments) shall be purchased for each Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion and act for each Fund in the same manner and with the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. (a) The Investment Adviser will regularly provide the Trust, on behalf of each the Fund, hereby appoints with investment research, advice and supervision and will furnish continuously an investment program for the Adviser to manage Fund consistent with the investment objectives and reinvestment of such Fund’s assets, subject to the supervision and oversight policies of the Trust’s Board of Trustees (the “Board”) and the officers of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Investment Adviser shall determine, will determine from time to time, time what securities (and other financial instruments) shall be purchased for each the Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each the Fund and what portion of each the Fund’s 's assets shall be held uninvested in as cash, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s its registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, Act and under the Securities Act of 1933, as amended (1933 covering the “1933 Act”), covering Fund Trust's shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)Commission, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees of the Trust may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”)establish. To carry out such obligationsdeterminations, the Investment Adviser shall will place orders for the investment and reinvestment of Fund assets. The Investment Adviser will exercise full discretion and act for each the Fund in the same manner and with the same force and effect as each the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement (b) The Investment Adviser will, to the Adviser having full discretionary authority over each Fund’s investments shall extent reasonably required in any way limit the right conduct of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management business of the Trust Fund and each Fundupon its request, furnish to the Fund research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Fund shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser acknowledges that will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. (c) The Investment Adviser will maintain all books and records with respect to the Fund's securities transactions required by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Trust's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Investment Adviser will also provide to the Trust's Board of Trustees such periodic and special reports as the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholdersreasonably request.

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight management of the Trust’s Board of Trustees (Fund's portfolio, which advice shall be consistent with the “Board”) investment objective and the officers policies of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, from time to time, You will determine what securities (and other financial instruments) shall be purchased for each the Fund's assets, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund the Fund, and what portion of each Fund’s such assets shall be held uninvested in cashuninvested, subject always to the provisions of the Trust’s Agreement and 's Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement the Investment Company Act of additional information each1940, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”)amended, and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effecteffect and subject, and further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by you. The Adviser shall provide you with written statements of such Declaration; By-laws; investment objectives and policies; and instructions, as in writing effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You shall have no obligations or duties whatsoever to ensure compliance with any limitation relating to the Adviser amount of (i) the “Investment Policies”)Fund's aggregate assets which may be invested in any category of investment or in a particular manner or (ii) short-term or other category of gain that may be realized by the Fund, in the aggregate, in any given period. To carry out such obligationsIn the performance of your duties hereunder, the Adviser you are and shall exercise full discretion be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the same manner light of current and with the same force prospective economic and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactionsmarket conditions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

Advisory Services. 1.1. The Trust, on behalf of each Fund, Fund hereby appoints the Adviser to manage act as investment adviser to the investment Fund with respect to the assets belonging to the Fund's [Class A] stock, $[___] par value, and reinvestment to provide administration of such Fund’s assetsthe Fund not otherwise provided by third party service providers, subject to the supervision and oversight discretion of the Trust’s Board of Trustees (the “Board”) and the officers of the TrustTrustees, for the period and on the terms hereinafter set forthforth in this Agreement. Shares of the Fund's [Class A] stock, $[___] par value, are referred to herein as "Fund Shares." The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth forth, for the compensation herein provided. 1.2. The Fund, at its option, may also appoint the Adviser to act as investment adviser to the Fund hereunder with respect to the assets belonging to any other class of capital stock of the Fund from time to time created, but the Adviser shall not be required to accept any such appointment. The Adviser shallshall furnish investment research and advice to the Fund and shall manage the investment and reinvestment of its assets and its business affairs and matters incidental thereto, all subject to the supervision of the Board of Trustees of the Fund and subject to the provisions of the Agreement and Declaration of Trust (as defined in paragraph 3(a) of this Agreement), Certificate of Trust (as defined in paragraph 3(b) of this Agreement) and By-Laws (as defined in paragraph 3(c) of this Agreement) of the Fund and any resolution, rules or regulations adopted by the Board of Trustees of the Fund. The Adviser shall for all purposes herein, herein provided be deemed to be an independent contractor, contractor and shall, unless otherwise expressly provided and authorizedherein or authorized by the Board of Trustees of the Fund from time to time, have no authority to act for or to represent the Trust or a Fund in any way, way or in any way otherwise be deemed an agent of for the Trust or a Fund. The Adviser Fund shall determinealso be free to retain, from time at its own expense, other persons to timeprovide it with any services whatsoever including, what securities (and other financial instruments) shall be purchased for each Fundbut not limited to, what securities (and other financial instruments) shall be heldstatistical, exchanged factual or sold by each Fund and what portion of each Fund’s assets shall be held uninvested in cash, subject always to the provisions technical information or advice. The services of the Trust’s Agreement Adviser herein provided are not to be deemed exclusive and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board may reasonably impose from time to time and provide in writing to the Adviser (the “Investment Policies”). To carry out such obligations, the Adviser shall exercise full discretion be free to render similar services or other services to others. [It is understood that Adviser performs investment advisory services for various clients and act that several individuals perform advisory services on behalf of Adviser for such clients (the "Advisory Representatives"). It is understood that Adviser does not require that the same advice be given by all Advisory Representatives with respect to a particular investment, and the Advisory Representative acting with respect to the Fund may give advice with respect to a particular investment different from other Advisory Representatives acting with respect to other clients of Adviser, depending upon each Advisory Representative's opinion with respect to the investment. The Fund agrees that Adviser may give advice and take action with respect to any of its clients which may differ from advice given or the timing or nature of action taken with respect to the Fund, so long as it is Adviser's policy, to the extent practical, to allocate investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In addition, Adviser believes it to be proper that investment advisers invest their own personal funds in the same manner securities that are recommended to clients. Adviser, and with Directors and employees of Adviser, do make investments for their own account, which may be in securities purchased, sold or held for the same force and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The Fund does not object to the fact that Adviser acknowledges and Directors and employees of Adviser may purchase, sell or hold securities that are purchased, sold or held for the Board retains ultimate authority over each Fund in a manner (including timing, prices and quantities) that differs from action taken or advice given for the Fund. It is understood that Adviser shall not have any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security which Adviser, its principals, affiliates or employees may take purchase or sell for its or their own accounts or for the account of any and all actions necessary and reasonable to protect the interests of Fund shareholdersother client.]

Advisory Services. 1.1. The Trust, on behalf of each Fund, hereby appoints (a) You will regularly provide the Adviser to manage Fund with advice concerning the investment and reinvestment of such Fund’s assets, subject to the supervision and oversight management of the Trust’s Board of Trustees (Fund's portfolio, which advice shall be consistent with the “Board”) investment objectives and the officers policies of the Trust, for the period and on the terms hereinafter set forth. The Adviser hereby accepts such appointment and agrees during such period to render the services and assume the obligations herein set forth for the compensation herein provided. 1.2. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized, have no authority to act for or to represent the Trust or a Fund in any way, or in any way be deemed an agent of the Trust or a Fund. The Adviser shall determine, You will determine from time to time, time what securities (and other financial instruments) shall be purchased for each the Fund, what securities (and other financial instruments) shall be held, exchanged held or sold by each Fund the Fund, and what portion of each the Fund’s 's assets shall be held uninvested in as cash, subject always to the provisions of the Trust’s 's Agreement and Declaration of Trust, Trust and By-Laws and each Fund’s prospectus and statement of additional information each, as may be amended from time to time, as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Investment Company Act of 19331940, as amended (the “1933 "1940 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”"), and to the investment objectives, policies and restrictions of each the Fund, as each of the same shall be from time to time in effect, and subject, further, to such other limitations, policies and procedures instructions as the Board of Trustees may reasonably impose from time to time establish. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and provide in writing sale of portfolio securities for the Fund's account with brokers or dealers selected by you. (b) You will maintain all books and records with respect to the Adviser Fund's securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the “Investment Policies”)1940 Act (other than those records being maintained by the Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. To carry out such obligationsIn the performance of your duties hereunder, the Adviser you are and shall exercise full discretion be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for each or represent the Trust in any way or otherwise be deemed to be an agent of the Trust or of the Adviser. You will make your officers and employees available to meet with the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the same manner light of current and with the same force prospective economic and effect as each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactionsmarket conditions. 1.3. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of (c) You will notify the Trust of any change in your membership within a reasonable time after such change. (d) Your services hereunder are not deemed exclusive and each Fund. The Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable you shall be free to protect the interests of Fund shareholdersrender similar services to others.