Common use of Appointment of Manager Clause in Contracts

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager written investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject provided that no material changes to the acceptance Manager’s relative value investment strategy employed for the Manager Portion with respect to the principal asset class and the principal market capitalization(s) of securities in which the strategy invests may be imposed without the Manager’s consent, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance which shall not to be unreasonably withheld), . The Manager shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, to borrow securities, to sell securities short and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser Adviser, and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the discretionary authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines; provided, however that the Manager shall be given a sufficient notice to comply with any such revised Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's ’s discretion, investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Board, such communications or instruction shall supersede any communications or instruction provided by the Adviser or the Sub-Adviser regarding the same matter.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager written investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines, it being understood that the Adviser or the Sub-Adviser, as applicable, will, under normal circumstances, provide the Manager with an opportunity to review proposed changes to the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall nothave the authority to instruct the custodian designated by the Trust (the "Custodian"): (i) to pay cash for securities and other property delivered to the Custodian, however(ii) to deliver securities and other property against payment for the Trust, and (iii) to transfer assets and funds to such brokerage accounts as the Manager may designate, all consistent with the powers, authorities and limitations set forth herein All transactions will be responsible for voting proxiesconsummated by payment to or delivery by the Custodian, or for investigating, initiating, supervising, monitoring such depositories or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance agents as is reasonably requested may be designated by the Adviser Custodian in writing, of all cash and/or securities due to or Sub-Adviserfrom the Manager Portion, and the Manager shall not have possession or custody thereof. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, ,unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines; provided, however that the Manager shall be given a sufficient notice to comply with any such revised Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Board, such communications or instruction shall supersede any communications or instruction provided by the Adviser or the Sub-Adviser regarding the same matter. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines; provided, however that the Manager shall be given a sufficient notice to comply with any such revised Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, ,unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, ,unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser Adviser, and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the discretionary authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Sub- Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager written investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines, it being understood that the Adviser or the Sub-Adviser, as applicable, will, under normal circumstances, provide the Manager with an opportunity to review proposed changes to the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall nothave the authority to instruct the custodian designated by the Trust (the "Custodian"): (i) to pay cash for securities and other property delivered to the Custodian, however(ii) to deliver securities and other property against payment for the Trust, and (iii) to transfer assets and funds to such brokerage accounts as the Manager may designate, all consistent with the powers, authorities and limitations set forth herein All transactions will be responsible for voting proxiesconsummated by payment to or delivery by the Custodian, or for investigating, initiating, supervising, monitoring such depositories or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance agents as is reasonably requested may be designated by the Adviser Custodian in writing, of all cash and/or securities due to or Sub-Adviserfrom the Manager Portion, and the Manager shall not have possession or custody thereof. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser Investment Manager has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Investment Management Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the AdviserInvestment Manager, the Sub-Adviser has been appointed to manage the investment and reinvestment of a certain portion of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the AdviserInvestment Manager. Subject to the direction and control of the Board, the Adviser Investment Manager and the Sub-Adviser, and with the oversight of the Adviser Investment Manager and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser Investment Manager or the Sub-Adviser and communicated to the Manager, as described herein Manager (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser Investment Manager or the Sub-AdviserAdviser and in accordance with the investment strategies disclosed in the current prospectus and statement of additional information of the Fund. Without limiting the generality of the foregoing, the Board, the Adviser Investment Manager or the Sub-Sub- Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to timetime with reasonable prior notice to the Manager, the "Investment Guidelines"), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser Investment Manager or the Sub-Sub- Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser Investment Manager and the Sub-Adviser. Section 3To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Trust, such communications or instruction shall supersede any communications or instruction provided by the Investment Manager or the Sub-Adviser regarding the same matter.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, ,unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Board, such communications or instruction shall supersede any communications or instruction provided by the Adviser or the Sub-Adviser regarding the same matter.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager written investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines, it being understood that the Adviser or the Sub-Adviser, as applicable, will, under normal circumstances, provide the Manager with an opportunity to review proposed changes to the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall nothave the authority to instruct the custodian designated by the Trust (the "Custodian"): (i) to pay cash for securities and other property delivered to the Custodian, however(ii) to deliver securities and other property against payment for the Trust, and (iii) to transfer assets and funds to such brokerage accounts as the Manager may designate, all consistent with the powers, authorities and limitations set forth herein All transactions will be responsible for voting proxiesconsummated by payment to or delivery by the Custodian, or for investigating, initiating, supervising, monitoring such depositories or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance agents as is reasonably requested may be designated by the Adviser Custodian in writing, of all cash and/or securities due to or Sub-Adviserfrom the Manager Portion, and the Manager shall not have possession or custody thereof. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser Investment Manager has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Investment Management Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the AdviserInvestment Manager, the Sub-Adviser has been appointed to manage the investment and reinvestment of a certain portion of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the AdviserInvestment Manager. Subject to the direction and control of the Board, the Adviser Investment Manager and the Sub-Adviser, and with the oversight of the Adviser Investment Manager and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser Investment Manager or the Sub-Adviser and communicated to the Manager, as described herein Manager (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser Investment Manager or the Sub-AdviserAdviser and in accordance with the investment strategies disclosed in the current prospectus and statement of additional information of the Fund. Without limiting the generality of the foregoing, the Board, the Adviser Investment Manager or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to timetime with reasonable prior notice to the Manager, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser Investment Manager or the Sub-Adviser, such communications or instruction, ,unless otherwise specified, shall be deemed to have been made by both the Adviser Investment Manager and the Sub-Adviser. Section 3To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered to the Manager pursuant to this Agreement by the Trust, such communications or instruction shall supersede any communications or instruction provided by the Investment Manager or the Sub-Adviser regarding the same matter.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Sub-Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "“Manager Portion"”) and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's ’s provision of management services with respect to the Manager Portion by delivering to the Manager investment guidelines, investment policies and investment restrictions (as amended from time to time, the "“Investment Guidelines"”), which Investment Guidelines shall be subject to the acceptance of the Manager, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance not to be unreasonably withheld), shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), reinvestment and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Adviser. Section 3.

Appointment of Manager. Subject to the direction and control of the Board, the Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide certain management and related services specified in the Advisory Agreement with respect to the Fund(s). Subject to the direction and control of the Board and the Adviser, the Sub-Adviser has been appointed to manage the investment and reinvestment of the assets of the Fund(s) and to provide the management and related services specified in the Sub- Advisory Agreement, all in such manner and to such extent as may be directed from time to time by the Board or the Adviser. Subject to the direction and control of the Board, the Adviser and the Sub-Adviser, and with the oversight of the Adviser and the Sub-Adviser, the Manager is hereby appointed and agrees to manage the investment and reinvestment (or, as determined by the Manager, the amount (if any) held in cash or cash equivalents) of that portion of the assets of the Fund(s) allocated to it from time to time by the Board, the Adviser or the Sub-Adviser and communicated to the Manager, as described herein (the "Manager Portion") and to provide the management and related services specified herein, all in such manner and to such extent as may be directed from time to time by the Board, the Adviser or the Sub-Sub- Adviser. Without limiting the generality of the foregoing, the Board, the Adviser or the Sub-Adviser may direct the Manager's provision of management services with respect to the Manager Portion by delivering to the Manager written investment guidelines, investment policies and investment restrictions (as amended from time to time, the "Investment Guidelines"), which Investment Guidelines shall be subject provided that no material changes to the acceptance Manager's relative value investment strategy employed for the Manager Portion with respect to the principal asset class and the principal market capitalization(s) of securities in which the strategy invests may be imposed without the Manager's consent, and the Manager shall, upon communicating its acceptance of such Investment Guidelines (such acceptance which shall not to be unreasonably withheld), . The Manager shall manage the investment and reinvestment (or holding in cash or cash equivalents, as applicable) of the Manager Portion in accordance with the Investment Guidelines. The investment authority granted to the Manager with respect to the Manager Portion shall include only the authority to make, in the Manager's discretion, make investment decisions with regard to the investment, reinvestment, holding in cash or cash equivalents (as applicable), and disposition of assets held by the Fund(s) in the Manager Portion and to exercise whatever powers the Trust may possess with respect to any of the assets in the Manager Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, to borrow securities, to sell securities short and to tender securities pursuant to a tender offer. The Manager shall not, however, be responsible for voting proxies, or for investigating, initiating, supervising, monitoring or otherwise participating in class actions and/or other litigation or legal proceedings on behalf of the Fund(s), but will provide such assistance as is reasonably requested by the Adviser or Sub-Adviser. To the extent that any communication directing the provision of management services with respect to the Manager Portion are made or delivered pursuant to this Agreement by either the Adviser or the Sub-Adviser, such communications or instruction, unless otherwise specified, shall be deemed to have been made by both the Adviser and the Sub-Sub- Adviser. Section 3.