Common use of Duties of the Administrator Clause in Contracts

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC"), and arrange for the printing and dissemination of such reports to shareholders; * prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms N-SARSAR and N-CSR, or on such other form as the SEC may substitute for Form N-SARSAR or N-CSR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent the Shareholder Servicing Agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC"), and arrange for the printing and dissemination of such reports to shareholders; * prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent the Shareholder Servicing Agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs Subject to the direction and control of the Board of Trustees of the Trust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Trust, for Directors, officers and employees of the Administrator to act serve as administrator for Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to administer any limitations imposed by law; (c) supervising the affairs overall administration of the FundTrust, subject to including negotiation of contracts and fees with and the supervision monitoring of performance and xxxxxxxx of the Trustees of the Fund for the period Trust's transfer agent, shareholder servicing agents, custodian and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs other independent contractors or agents; (d) preparing and, in connection therewithif applicable, to furnish filing all documents required for compliance by the use Trust with applicable laws and regulations, including registration statements, prospectuses and statements of the Fund office space and all necessary office facilitiesadditional information, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC"), and arrange for the printing and dissemination of such annual reports to shareholders; * prepare , proxy statements and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; (e) preparation of agendas and make such reports supporting documents for and recommendations to the minutes of meetings of Trustees, committees of Trustees and shareholders; and (f) arranging for maintenance of books and records of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairsTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the FundTrust's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares Shares of the any Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the FundTrust.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC"), and arrange for the printing and dissemination of such reports to shareholders; * prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-N- SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund Trust hereby employs the Administrator to act as administrator for of the Fund and to administer the affairs of the Fundits affairs, subject to the supervision of the Trustees of the Fund Trust, for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees undertakes to administer afford to the Fund's business affairs and, Trust the advice and assistance of the Administrator’s organization in connection therewith, the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also Fund and to pay the salaries and compensation fees of all officers and Trustees of the Fund Trust who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and services relating to administrative services for the Fundactivities. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust in any way or otherwise be deemed an agent of the FundTrust. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or filed with the Securities and Exchange Commission ("“SEC"”), and arrange for the such filing and printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Trust on behalf of the Fund with the SEC on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountantspublic accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund Trust concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which that may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plandistributions; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Trust on behalf of the Fund with the SEC, the Financial Industry Regulatory Authority SEC and any securities exchange where Fund shares are listedother regulatory body; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust or the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC"), and arrange for the printing and dissemination of such reports to shareholders; * prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoingforegoing pursuant to this Agreement, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund Trust hereby employs the Administrator to act as administrator for of the Fund and to administer the affairs of the Fundits affairs, subject to the supervision of the Trustees of the Fund Trust, for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees undertakes to administer afford to the FundTrust the advice and assistance of the Administrator's business affairs andorganization in the administration of the Fund and to furnish, in connection therewithat the Administrator's expense, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund and to pay (i) the Fund. The Administrator shall also pay 's pro rata share of the salaries and compensation fees of all officers and Trustees of the Fund Trust who are members of the Administrator's organization and who render executive and administrative services to the Fund, and (ii) the salaries and compensation fees of all other personnel of the Administrator performing management and services relating to administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fundactivities. In connection with its responsibilities as Administrator providing the Trust advice and assistance in the administration of the Fund, the Administrator willshall provide or procure on behalf of the Fund, at the Administrator's expense, the following services: * assist in preparing all annual(a) coordinating matters relating to the operation of the Fund, semi- annual including any necessary coordination among the adviser or advisers to the Fund, the custodian(s), transfer agent(s), dividend disbursing agent(s), and recordkeeping agent(s) (including pricing and valuation of the Fund), accountants, attorneys, and other parties performing services or operational functions for the Fund or the Trust on behalf of the Fund; (b) maintaining, or supervising the maintenance by third parties, of such books and records of the Trust on behalf of the Fund as may be required by applicable federal or state law other than the records and ledgers maintained under the Investment Advisory Agreement; (c) preparing or supervising the preparation by third parties of all federal, state, and local tax returns and reports of the Trust on behalf of the Fund required by applicable law; (d) preparing, filing, and arranging for the distribution of proxy materials and periodic reports to be sent to shareholders of the Trust on behalf of the Fund shareholders and/or as required by applicable law; (e) preparing and arranging for the filing of such registration statements and other documents with the Securities and Exchange Commission (the "SEC"), ) and arrange for the printing other federal and dissemination of such reports to shareholders; * prepare and assemble all reports state regulatory authorities as may be required to be filed by register the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * review the provision shares of services by the Fund's independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * arrange for the dissemination to shareholders of the Fund's proxy materials, and oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulator; * review and supervise the provision of custodian services to the Fund; and make (f) taking such reports and recommendations other action with respect to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated required by applicable law, including, without limitation the Trustees (subject to any guidelines, directions rules and instructions regulations of the Trustees)SEC and of state securities commissions and other regulatory agencies. In addition, and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and Administrator shall provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers procure on behalf of the Fund; and supervise and conduct , at the FundAdministrator's periodic repurchase or tender offers for its own shares; * monitor any variance between expense, the market value and net asset value per share, and periodically report following services: (w) custodian services to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange provide for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management safekeeping of the Fund's assets or assets; (x) recordkeeping services to maintain the rendering portfolio accounting records for the Fund; (y) transfer agency services to maintain the portfolio accounting records for the Fund; and (z) dividend disbursing services for the Fund. The services to be provided under (y) and (z) of investment advice and supervision this Section 1 shall be commensurate with respect thereto or the distribution level of services reasonably necessary for the institutional investors that are eligible to invest in Class I shares of the Fund, nor shall as set forth in the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent prospectus for such Class of the Fund.. The Trust may be a party to any agreement with any person or persons engaged to provide the services referred to in this Section 1(y) and 1(z). During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are those of the Fund under this Agreement. In performing the services enumerated in this Section 1, the Administrator shall:

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend distribution reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent the Shareholder Servicing Agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * 021_0063 · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The shares of beneficial interest of the Fund are of a single series and class; however, shares may be issued in additional classes or divided into additional series of the Fund that may be established from time to time by action of the Trustees. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing (i) will prepare all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.transfer

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * ● assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * ● prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * ● review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * ● arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * ● arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * ● review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * ● oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * ● negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * ● establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * ● determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * ● review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * ● oversee services provided to the Fund by external counsel; * ● make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * ● monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * ● monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * ● arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * ● provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * 021_0066 · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.. 021_0066

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the 021_0058 Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.the

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The shares of beneficial interest of the Fund are of a single series and class; however, shares may be issued in additional classes or divided into additional series of the Fund that may be established from time to time by action of the Trustees. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * assist in preparing (i) will prepare all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.and

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * 021_0062 · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.. 021_0062

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's ’s business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's ’s organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * · assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("“SEC"”), and arrange for the printing and dissemination of such reports to shareholders; * · prepare and assemble all reports required to be filed by the Fund with the SEC on Forms N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * · review the provision of services by the Fund's ’s independent accountants, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund's ’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * · arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * · arrange for the dissemination to shareholders of the Fund's ’s proxy materials, and oversee the tabulation of proxies by the Fund's ’s transfer agent or other duly authorized proxy tabulator; * · review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * · oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the 021_0038 Trustees), and review and supervise the calculation of the net asset value of the Fund's ’s shares by the custodian; * · negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's ’s transfer and dividend disbursing agent as the Trustees deem appropriate; * · establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's ’s operations; and consult with the Fund's ’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * · determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund's ’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's ’s dividend reinvestment plan; * · review the Fund's ’s bills and authorize payments of such bills by the Fund's ’s custodian; * · oversee services provided to the Fund by external counsel; * · make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's ’s periodic repurchase or tender offers for its own shares; * · monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * · monitor the activities of any shareholder servicing agent retained by the Administrator and periodically report to the Trustees about such activities; * · arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority and any securities exchange where Fund shares are listed; and * · provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund's ’s business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's ’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.

Duties of the Administrator. The Fund hereby employs the Administrator to act as administrator for and to administer the affairs of the Fund, subject to the supervision of the Trustees of the Fund for the period and on the terms set forth in this Agreement. The Administrator hereby accepts such employment, and agrees to administer the Fund's business affairs and, in connection therewith, to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund. The Administrator shall also pay the salaries and compensation of all officers and Trustees of the Fund who are members of the Administrator's organization and who render executive and administrative services to the Fund, and the salaries and compensation of all other personnel of the Administrator performing management and administrative services for the Fund. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. In connection with its responsibilities as Administrator of the Fund, the Administrator will: * (i) will assist in preparing all annual, semi- semi-annual and other reports required to be sent to Fund shareholders and/or with the Securities and Exchange Commission ("SEC")shareholders, and arrange for the printing and dissemination of such reports to shareholders; * (ii) will prepare and assemble all reports required to be filed by the Fund with the SEC Securities and Exchange Commission ("SEC") on Forms Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC; * (iii) will review the provision of services by the Fund's independent accountants, including, including but not limited to, to the preparation by such firm accountants of audited financial statements of the Fund and the Fund's federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Fund concerning the performance of the independent accountants as the Trustees deem appropriate; * (iv) will arrange for the filing with the appropriate authorities all required federal, state and local tax returns; * (v) will arrange for the dissemination to shareholders of the Fund's proxy materials, and will oversee the tabulation of proxies by the Fund's transfer agent or other duly authorized proxy tabulatoragent; * (vi) will review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * oversee the valuation of (vii) will value all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund's shares by the custodian; * (viii) will negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the 2 provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund's transfer and dividend disbursing agent as the Trustees deem appropriate; * (ix) will establish the accounting policies of the Fund; reconcile accounting issues which may arise with respect to the Fund's operations; and consult with the Fund's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith; * (x) will determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing printing of notices to shareholders regarding such distributions (if required) and provide the Fund's transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions and to implement the Fund's dividend reinvestment plan; * (xi) will review the Fund's bills and authorize payments of such bills by the Fund's custodian; * oversee services provided to the Fund by external counsel; * (xii) will make recommendations to the Trustees as to whether the Fund should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required to be filed by the Fund with the SEC; arrange for the preparation and dissemination of all appropriate repurchase or tender offer documents and papers on behalf of the Fund; and supervise and conduct the Fund's periodic repurchase or tender offers for its own shares; * (xiii) monitor any variance between the market value and net asset value per share, and periodically report to the Trustees available actions that may conform such values; * (xiv) monitor the activities of any shareholder servicing agent the Shareholder Servicing Agent retained by the Administrator and periodically report to the Trustees about such activities; * (xv) will arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Fund with the SEC, the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. and any securities exchange where Fund shares are listed; and * (xvi) will provide to the Fund such other internal legal, auditing, auditing and accounting services and internal executive management and administrative services as ordinarily required in conducting the Trustees deem appropriate to conduct the Fund's business affairs. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Fund.