Common use of General Duties Clause in Contracts

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Advisor or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Advisor shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the FundTrust’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) 1934, as amended, for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) iii vote proxies for the each Fund, the power to exercise any rights, options, warrants, conversion privileges and redemption privileges for each Fund, the right to tender Fund securities pursuant to a tender offer, and shall file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, and the power to exercise any rights, options, warrants, conversion privileges and redemption privileges for each Fund, the right to tender Fund securities pursuant to a tender offer, and shall file beneficial ownership reports under required by Section 13 13(d) or 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, the power to exercise any rights, options, warrants, conversion privileges and redemption privileges for each Fund, the right to tender Fund securities pursuant to a tender offer, and shall file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and, in such capacity, shall provide investment advisory services to the Fund, including managing the investment and shall supervise investments reinvestment of the Fund on behalf assets of the Fund Fund, in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s prospectus and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other applicable limitations, policies and procedures as the trustees of the Board of Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 19861986 (the “Code”), and any applicable provisions of the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations make decisions with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations decisions (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain or cause to be maintained records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.I.E., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.E.G., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.;

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase purchase, holding and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Sub-Advisor shall act as investment adviser manager to the Fund and shall supervise investments of invest the Fund on behalf assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Fund. Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and assets; (ii) effect the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iiiii) determine that portion of the Fund that will remain uninvested, if any; (iv) manage and oversee the investments of the Fund, Fund subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iiiv) vote proxies for the Fundproxies, file required ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fundreports, and take other actions on behalf of with respect to the securities in the Fund; (ivvi) maintain the books and records required to be maintained by the Fund except with respect to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of securities in the Fund; (vvii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s ’ assets which the Fund’s administrator or distributor Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viviii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities Fund as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the TrustCompany’s Agreement and Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable lawlaw and shall supervise and oversee any services provided by any Sub-Advisor to the Fund. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFund (or delegate such responsibility to vote proxies), and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii) shall be responsible for overseeing the performance of the Sub-Advisors. The Adviser may pay the Sub-Advisor a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser may also manage and oversee delegated sub-advisory services to be rendered by the Sub-Advisers to any of the Funds and shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request; and (vii) subject to the authority of the Trust, including at least one inshareholder approval and exemptive relief sought from the U.S. Securities and Exchange Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority to retain Sub-person appearance annually before Advisers to provide certain investment advisory services to the Board Funds noted herein, and may delegate certain of Trusteesits duties hereunder to a Sub-Adviser and pay the Sub-Adviser a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.I.E., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the FundFund consistent with its duties hereunder; (iv) maintain the books and records that it generates in the course of performing its duties hereunder insofar as such books and records are required to be maintained by the Fund (except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund); (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. In no event shall the Advisor be obligated to initiate litigation or any other legal proceedings on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, each Fund and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Advisor or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Advisor shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor shall act as investment adviser to the each Fund and shall supervise investments of the each Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the each Fund, and take other actions on behalf of the each Fund; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the TrustFund’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser may also manage and oversee delegated sub-advisory services to be rendered by the Sub-Advisers to the Fund and shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request; and (vii) subject to the authority of the Fund, including at least one inshareholder approval and any applicable exemptive relief from the U.S. Securities and Exchange Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority to retain Sub-person appearance annually before Advisers to provide certain investment advisory services to the Board Fund noted herein, and may delegate certain of Trusteesits duties hereunder to a Sub-Adviser and pay the Sub-Adviser a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser advisor to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the FundTrust’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) 1934, as amended, for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.. CHICAGO/#2302517.2

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Portfolio and shall supervise investments of the Fund on behalf of the Fund Portfolio in accordance with the investment objectivesobjective, policies and restrictions of the Fund Portfolio as set forth in the Fund’s and Trust’s Portfolio's governing documents, including, without limitation, the Fund's Certificate of Trust’s Agreement and , as amended, Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Portfolio with advice and recommendations with respect to the investment of the Fund’s Portfolio's assets and the purchase and sale of portfolio securities for the FundPortfolio, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundPortfolio, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundPortfolio, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundPortfolio, and take other actions on behalf of the FundPortfolio; (iv) maintain the books and records required to be maintained by the Fund Portfolio except to the extent arrangements have been made for such books and records to be maintained by U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (the administrator "Administrator") or another agent of the FundPortfolio; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Portfolio's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Portfolio may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Portfolio's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Portfolio and shall supervise investments of the Fund on behalf of the Fund Portfolio in accordance with the investment objectivesobjective, policies and restrictions of the Fund Portfolio as set forth in the Fund’s and Trust’s Portfolio's governing documents, including, without limitation, the Fund's Certificate of Trust’s Agreement and , as amended, Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Portfolio with advice and recommendations with respect to the investment of the Fund’s Portfolio's assets and the purchase and sale of portfolio securities for the FundPortfolio, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundPortfolio, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundPortfolio, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundPortfolio, and take other actions on behalf of the FundPortfolio; (iv) maintain the books and records required to be maintained by the Fund Portfolio except to the extent arrangements have been made for such books and records to be maintained by Firstar Mutual Fund Services LLC, a Wisconsin limited liability company (the administrator "Sub-Administrator") or another agent of the FundPortfolio; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Portfolio's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Portfolio may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Portfolio's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Subject to the supervision of the Board of Directors, the Advisor shall act as investment adviser advisor to the Fund each Series and shall supervise investments of the Fund on behalf of the Fund each Series in accordance with the investment objectives, policies and restrictions of each Series as provided in each Series’ prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time, and in compliance with the Fund as set forth in the Fund’s and Trust’s governing documentsrequirements applicable to registered investment companies under applicable laws, including, without limitationbut not limited to, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively1940 Act, the “Investment Policies”). In providing such servicesCommodity Exchange Act and the rules of the National Futures Association, the Advisor shall at all times adhere and those requirements applicable to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). It is understood and agreed that the Uniform Commercial Code and other applicable lawAdvisor shall have no obligation to initiate litigation on behalf of the Fund. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund each Series with advice and recommendations with respect to the investment of the Fund’s each Series’ assets and the purchase and sale of portfolio securities and other investments for the Fundeach Series, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fundeach Series, subject to the ultimate supervision and direction of the TrustFund’s Board of TrusteesDirectors; (iii) vote proxies for the Fundeach Series (or delegate such responsibility to vote proxies), and file beneficial ownership reports under Section 13 required by Sections 13(f) and 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the FundSeries; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Fund except Advisor or the Series pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, valuations of Series assets, economic conditions and other matters related to the investment of the Fund’s Series’ assets which the Fund’s administrator or distributor or the officers of the Trust Fund may reasonably request; and (vi) render to the TrustFund’s Board of Trustees Directors such periodic and special reports with respect to the Fund’s Series’ investment activities as the Board may reasonably request; and (vii) have full authority to retain Sub-Advisors to provide certain investment advisory services to the Series, including at least one in-person appearance annually before subject to the approval of the Board and the requirements of Trusteesthe 1940 Act. In accordance with clause (vii), the Advisor may delegate certain of its duties under this Agreement with respect to a Series to a Sub-Advisor or Sub-Advisors (including the rights and obligations set forth in Section 2(b) below) by entering into Sub-Advisory Agreements with one or more Sub-Advisors and, except as otherwise permitted under the terms of any exemptive relief granted to the Fund and Advisor by the SEC, or by rule or regulation, the Advisor may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Series. The Advisor shall be responsible for overseeing the performance of the Sub-Advisors and recommending changes in Sub-Advisors as appropriate. The Advisor may pay the Sub-Advisor a portion of the compensation received by the Advisor hereunder; provided, however, that the Advisor shall remain fully liable for all of its obligations under this Agreement. The Advisor shall also administer the affairs of the Fund and, in connection therewith, shall be responsible for (i) overseeing the Fund’s insurance relationships; (ii) preparing for the Fund (or assisting counsel and/or auditors in the preparation of) all required tax returns, proxy statements and reports to the Fund’s shareholders and Directors and reports to and other filings with the SEC and any other governmental agency (the Fund agreeing to supply or to cause to be supplied to the Advisor all necessary financial and other information in connection with the foregoing); (iii) responding to all inquiries or other communications of shareholders, if any, which are directed to the Advisor, or if any such inquiry or communication is more properly to be responded to by the Fund’s transfer agent, custodian or accounting services agent, the Advisor is responsible for directing such inquiry to the appropriate party in a timely fashion and ensuring that such inquiry is responded to; and (iv) authorizing and directing any of the Advisor’s directors, officers and employees who may be elected as directors or officers of the Fund to serve in the capacities in which they are elected. All services to be furnished by the Advisor under this Agreement may be furnished through the medium of any such directors, officers or employees of the Advisor. The Advisor will provide the Fund with any information reasonably requested regarding the services provided hereunder required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-SAR, Form N-Q, Form N-PX, Form N-PORT, Form N-CEN, amended registration statement, proxy statement, prospectus supplement or similar document to be filed by the Fund with the SEC. The Advisor will make its officers and employees available to meet with the Board from time to time on due notice to review its services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser advisor to the Master Fund and shall supervise investments of the Master Fund on behalf of the Master Fund in accordance with the investment objectives, policies and restrictions of the Master Fund as set forth in the Fund’s and Trust’s Funds’ governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-LawsFunds’ Operating Agreements; the Fund’s prospectusFunds’ prospectuses, statement statements of additional information and undertakings; and such other limitations, policies and procedures as the Trustees Directors may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Master Fund with advice and recommendations with respect to the investment of the Master Fund’s assets and the purchase and sale of portfolio securities for the Fund, Master Fund including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Master Fund, subject to the ultimate supervision and direction of the TrustMaster Fund’s Board of TrusteesDirectors; (iii) vote proxies for the FundMaster Fund (if applicable), file Section 13 ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the each Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish such reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which as may be reasonably requested by the Fund’s administrator or distributor or the officers of the Trust may reasonably requestFunds; and (vi) render to the Trust’s Board Funds’ Boards of Trustees Directors such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board Boards of TrusteesDirectors.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file Section 13 ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which that the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Funds’ investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Funds.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities or other investment instruments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement and Company's Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; any limitations or restrictions imposed by Xxxxx`ah law as interpreted by the Xxxxx Xxxxx`ah Board, and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesTrustees and the Xxxxx Xxxxx`ah Board; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement and Company's Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such any limitations or restrictions imposed by Shari`ah law as intexxxxxed by the Azzad Shari`ah Board, xxx xxxx other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesTrustees and the Azzad Shari`ah Board; (iiixxx) vote xxxe proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement Company's Articles of Amendment and Declaration of Trust Restatement and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Trustees Board of Directors of the Company may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio fund securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesDirectors; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the Company’s administrator (the "Administrator") or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor Board of Directors or the officers of the Trust Company may reasonably request; and (vi) render to the Trust’s Board of Trustees Directors such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of TrusteesDirectors.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable lawe; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s Corporation's governing documents, including, without limitation, the Trust’s Agreement and Declaration Corporation's Articles of Trust Incorporation and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees Directors may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesDirectors; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust Corporation may reasonably request; and (vi) render to the Trust’s Board of Trustees Directors such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of TrusteesDirectors.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities and other investments for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Funds and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the FundFunds; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Fund except Adviser or the Funds pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Funds.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement Company's Articles of Incorporation, as amended, and Declaration of Trust Bylaws, as amended, the prospectus and By-Laws; the Fund’s prospectus, statement of additional information and undertakingsinformation; any limitations or restrictions imposed by Xxxxx`ah law as interpreted by the Xxxxx Xxxxx`ah Board, and such other limitations, policies and procedures as the Trustees Directors may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.I.E., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesDirectors and the Xxxxx Xxxxx`ah Board; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Directors or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees Directors such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of TrusteesDirectors.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds' and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds' assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds' assets which the Fund’s Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s each Funds' investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Advisor or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Advisor shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the TrustFund’s Agreement Amended and Restated Declaration of Trust and Amended and Restated By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser may also manage and oversee delegated sub-advisory services to be rendered by the Sub-Advisers to the Fund and shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the TrustFund’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust Fund may reasonably request; and (vi) render to the TrustFund’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request; and (vii) subject to the authority of the Fund, including at least one inshareholder approval and exemptive relief sought from the U.S. Securities and Exchange Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority to retain Sub-person appearance annually before Advisers to provide certain investment advisory services to the Board Fund noted herein, and may delegate certain of Trusteesits duties hereunder to a Sub-Adviser and pay the Sub-Adviser a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws, each as amended from time to time; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other permitted investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) ), for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securitiessecurities and other permitted investments, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise the investments of the Fund on behalf of and provide management services to the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the selection and continued employment of investment managers to manage the actual investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders)'s assets; (ii) manage and direct the allocation of the Fund's assets among such investment managers; (iii) oversee the investments made by such investment managers on behalf of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iiiiv) vote oversee the actions of the investment managers with respect to voting proxies for the Fund, file filing Section 13 ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take taking other actions on behalf of the Fund; (ivv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or administrator, another agent of the FundFund or an investment manager; (vvi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vivii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Subject to the supervision of the Board, the Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth provided in the each Fund’s prospectus and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information information, as currently in effect and undertakings; and such other limitations, policies and procedures as the Trustees may impose amended or supplemented from time to time (the “Registration Statement”), and in writing compliance with the requirements applicable to the Advisor (collectivelyregistered investment companies under applicable laws, including, but not limited to, the “Investment Policies”). In providing such services1940 Act, the Advisor shall at all times adhere Commodity Exchange Act and the rules of the National Futures Association, and those requirements applicable to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). It is understood and agreed that the Uniform Commercial Code and other applicable lawAdviser shall have no obligation to initiate litigation on behalf of the Fund. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities and other investments for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesBoard; (iii) vote proxies for the Fundeach Fund (or delegate such responsibility to vote proxies), and file beneficial ownership reports under Section 13 required by Sections 13(f) and 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request; and (vii) have full authority to retain Sub-Advisers to provide certain investment advisory services to the Fund, including at least one in-person appearance annually before subject to the approval of the Board and the requirements of Trusteesthe 1940 Act. In accordance with clause (vii), the Adviser may delegate certain of its duties under this Agreement with respect to a Fund to a Sub-Adviser or Sub-Advisers (including the rights and obligations set forth in Section 2(b) below) by entering into Sub-Advisory Agreements with one or more Sub-Advisers and, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the SEC, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate. The Adviser may pay the Sub-Adviser a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth in the each Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the each Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase purchase, holding and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the each Fund, and file beneficial ownership reports under required by Section 13 13(d) of 1 the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of any Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may reasonably impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: shall (iI) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (iiII) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iiiIII) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (ivIV) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (vV) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (viVI) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser advisor to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of each of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file Section 13 ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the each Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundTrust; (v) furnish such reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which as may be reasonably requested by the Fund’s administrator or distributor or the officers of the Trust may reasonably requestTrust; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund on behalf of the Fund Funds in accordance with the investment objectivesobjective, policies and restrictions of the each Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement and 's Certificate of Trust, as amended, Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, with respect to each Fund, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage ii)manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another other agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall manage and oversee delegated sub-advisory services to be rendered by the Sub-Advisers to the Funds and shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii), subject to the authority of the Trust and exemptive relief sought from the Securities and Exchange Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority to retain Sub-Advisers to provide certain investment advisory services to the Fund noted herein, and may delegate certain of its duties hereunder to a Sub-Adviser and pay the Sub-Adviser a portion of the compensation received by the Adviser hereunder; provided, however, that the Adviser shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”); (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.E.G., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser advisor to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Advisor or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement and Company's Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information information; any limitations or restrictions imposed by Shari`ah law as interpretxx xy the Azzad Shari`ah Board, and undertakings; and such other sucx xxxxx limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesTrustees and the Azzad Shari`ah Board; (iii) vote proxies for xxxxxxx xxx the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s 's governing documents, including, without limitation, the Trust’s Agreement and Company's Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other any limitations or restrictions imposed by Shari`ah law as interprexxx by the Azzad Shari`ah Board, axx xxxx xxher limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesTrustees and the Azzad Shari`ah Board; (iii) vote proxies xxxx xxxxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator, Transfer Agent or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Subject to the supervision of the Board, the Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth provided in the each Fund’s prospectus and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information information, as currently in effect and undertakings; and such other limitations, policies and procedures as the Trustees may impose amended or supplemented from time to time (the “Registration Statement”), and in writing compliance with the requirements applicable to the Advisor (collectivelyregistered investment companies under applicable laws, including, but not limited to, the “Investment Policies”). In providing such services1940 Act, the Advisor shall at all times adhere Commodity Exchange Act and the rules of the National Futures Association, and those requirements applicable to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). It is understood and agreed that the Uniform Commercial Code and other applicable lawAdviser shall have no obligation to initiate litigation on behalf of the Fund. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities and other investments for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesBoard; (iii) vote proxies for the Fundeach Fund (or delegate such responsibility to vote proxies), and file beneficial ownership reports under Section 13 required by Sections 13(f) and 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books applicable law; and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser Subject to the Fund and shall supervise investments supervision of the Fund on behalf Trustees, the Manager will: (a) provide a program of continuous investment management for the Fund in accordance with the Fund’s investment objectives, policies and restrictions of the Fund limitations as set forth stated in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; Bylaws, the Fund’s prospectusprospectus and Statement(s) of Additional Information included as part of the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), statement of additional information and undertakings; as they may be amended from time to time, and such other limitations, policies and procedures as the Trustees may impose from time to time in writing on the Manager; (b) make asset allocation and investment decisions for the Fund; and (c) place orders to purchase and sell securities and other investments for the Fund. The Manager shall use its best judgment in rendering these services to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable lawFund. Without limiting the generality of the foregoing, the Advisor Manager shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) make recommendations with respect to the hiring, termination and replacement of sub-advisers, if any; (iv) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (ivv) maintain the books and records related to the Manager’s services and required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (vvi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vivii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.. Subject to the approval of the Trust’s Board of Trustees (including a majority of the Trustees who are not “interested persons” of the Fund as defined in the Investment Company Act), the Manager may delegate to one or more sub-investment advisers (“Sub-Advisers”) any of its duties enumerated in Section 2(a) hereof. The Manager agrees that, with respect to a delegation of its duties to one or more Sub-Advisers, it will:

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (iI) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Advisor hereunder required to be prepared and maintained by the Advisor or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser advisor to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds' and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the each Fund’s 's assets and the purchase and sale of portfolio securities for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s 's assets which the Fund’s Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds' and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds' assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.I.E., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds' assets which the Fund’s Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s Funds' investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s each Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Manager shall act as one of several investment adviser managers to the Fund and shall supervise investments invest Manager's Allocated Portion of the Fund on behalf assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Manager. In providing such services, the Advisor Manager shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Manager shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Manager's Allocated Portion of the Fund’s assets and 's assets, (ii) effect the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders)Manager's Portfolio Allocation; (iiiii) manage and oversee the investments of the FundManager's Portfolio Allocation, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iiiiv) vote proxies for the Fundproxies, file required ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fundreports, and take other actions on behalf of with respect to the Fundsecurities in Manager's Portfolio Allocation; (ivv) maintain the books and records required to be maintained by the Fund except with respect to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundsecurities in Manager's Portfolio Allocation; (vvi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Advisor, Trustees or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s investment activities Manager's Portfolio Allocation as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable lawlaw and shall supervise and oversee any services provided by any Sub-Advisor to the Funds. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities and other investments for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, and file beneficial ownership reports under Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii), subject to the authority of the Trust and exemptive relief sought from the Securities and Exchange Commission under Section 15(a) and Rule 18f-2 of the Investment Company Act, have full authority to retain Sub-Advisors to provide certain investment advisory services to the Fund noted herein, and may delegate certain of its duties hereunder to a Sub-Advisor and pay the Sub-Advisor a portion of the compensation received by the Advisor hereunder; provided, however, that the Advisor shall remain fully liable for all of its obligations under this Agreement.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-LawsBylaws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Board of Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund Fund, except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds' and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds' assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds' assets which the Fund’s Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the each Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment -------------- adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectivesobjective, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s Corporation's governing documents, including, without limitation, the Trust’s Agreement and Declaration Corporation's Articles of Trust Incorporation and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees Directors may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e.I.E., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of TrusteesDirectors; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator Administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator 's Administrator or distributor or the officers of the Trust Corporation may reasonably request; and (vi) render to the Trust’s Board of Trustees Directors such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of TrusteesDirectors.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s each Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Subject to the supervision of the Board of Trustees, the Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth provided in the each Fund’s prospectus and Trust’s governing documentsstatement of additional information, as currently in effect and as amended or supplemented from time to time, and in compliance with the requirements applicable to registered investment companies under applicable laws, including, without limitationbut not limited to, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively1940 Act, the “Investment Policies”). In providing such servicesCommodity Exchange Act and the rules of the National Futures Association, the Advisor shall at all times adhere and those requirements applicable to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). It is understood and agreed that the Uniform Commercial Code and other applicable lawAdviser shall have no obligation to initiate litigation on behalf of a Fund. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities and other investments for the each Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote (or, if determined to be reasonable, forego from voting) proxies for the Fund, each Fund (or delegate such responsibility to vote proxies) and file beneficial ownership reports under Section 13 required by Sections 13(f) and 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the each Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii) select and oversee third party transition managers to provide transition management services to each Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and, in such capacity, shall provide investment advisory services to the Fund, including managing the investment and shall supervise investments reinvestment of the Fund on behalf assets of the Fund Fund, in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s prospectus and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other applicable limitations, policies and procedures as the trustees of the Board of Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the applicable provisions and restrictions contained in the federal securities laws, applicable state securities laws, Subchapter M, and any provisions as may become applicable, of the Internal Revenue Code of 19861986 (the “Code”), and any applicable provisions of the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations make decisions with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other DB1/ 109980260.1 investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations decisions (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the TrustFund’s Board of Trustees; (iii) vote proxies for the Fund, Fund and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain or cause to be maintained records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Fund except Adviser pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust Fund may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board of Trustees may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s Funds' prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”). In in providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds' assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); , (ii) manage and oversee the investments investment of the FundFunds, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the FundFunds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds' assets which the Fund’s Funds' administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s Funds' investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Portfolio and shall supervise investments of the Fund on behalf of the Fund Portfolio in accordance with the investment objectivesobjective, policies and restrictions of the Fund Portfolio as set forth in the Fund’s and Trust’s Portfolio's governing documents, including, without limitation, the Trust’s Agreement and Certificate of Trust, as amended, Declaration of Trust Trust, as amended, and By-Laws; Bylaws, as amended, the Fund’s prospectus, prospectus and statement of additional information and undertakingsinformation; and such other limitations, policies and procedures as the Board of Trustees of the Trust may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Portfolio with advice and recommendations with respect to the investment of the Fund’s Portfolio's assets and the purchase and sale of portfolio securities for the FundPortfolio, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundPortfolio, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the FundPortfolio, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundPortfolio, and take other actions on behalf of the FundPortfolio; (iv) maintain the books and records required to be maintained by the Fund Portfolio except to the extent arrangements have been made for such books and records to be maintained by the Trust’s administrator (the "Administrator") or another agent of the FundPortfolio; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Portfolio's assets which the Fund’s administrator or distributor Board of Trustees or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Portfolio's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. The Adviser will also review, monitor and report to the Board of Trustees on the performance and investment procedures of any Subadviser approved pursuant to Section 2 and assist and consult with any Subadviser in connection with the Portfolio’s investment program.

General Duties. The Advisor Subject to the supervision of the Board of Trustees, the Adviser shall act as investment adviser to the each Fund and shall supervise investments of the Fund on behalf of the each Fund in accordance with the investment objectives, policies and restrictions of the each Fund as set forth provided in the each Fund’s prospectus and Trust’s governing documentsstatement of additional information, as currently in effect and as amended or supplemented from time to time, and in compliance with the requirements applicable to registered investment companies under applicable laws, including, without limitationbut not limited to, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively1940 Act, the “Investment Policies”). In providing such servicesCommodity Exchange Act and the rules of the National Futures Association, the Advisor shall at all times adhere and those requirements applicable to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). It is understood and agreed that the Uniform Commercial Code and other applicable lawAdviser shall have no obligation to initiate litigation on behalf of a Fund. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the each Fund with advice and recommendations with respect to the investment of the each Fund’s assets and the purchase and sale of portfolio securities and other investments for the each Fund, including the taking of such steps as may be necessary to implement Form Of such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the each Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote (or, if determined to be reasonable, forego from voting) proxies for the Fund, each Fund (or delegate such responsibility to vote proxies) and file beneficial ownership reports under Section 13 required by Sections 13(f) and 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the each Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or each Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable law; (v) furnish reports, statements and other data on securities, valuations of Fund assets, economic conditions and other matters related to the investment of the each Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees; and (vii) select and oversee third party transition managers to provide transition management services to each Fund.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “Investment Policies”). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, and the power to exercise any rights, options, warrants, conversion privileges and redemption privileges for each Fund, the right to tender Fund securities pursuant to a tender offer, and shall file beneficial ownership reports under required by Section 13 13(d) or 13(g) of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Master Fund and shall supervise investments of the Master Fund on behalf of the Master Fund in accordance with the investment objectives, policies and restrictions of the Master Fund as set forth in the Fund’s and Trust’s Funds’ governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-LawsFunds’ Operating Agreements; the Fund’s prospectusFunds’ prospectuses, statement statements of additional information and undertakings; and such other limitations, policies and procedures as the Trustees Directors may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Master Fund with advice and recommendations with respect to the investment of the Master Fund’s assets and the purchase and sale of portfolio securities for the Fund, Master Fund including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Master Fund, subject to the ultimate supervision and direction of the TrustMaster Fund’s Board of TrusteesDirectors; (iii) vote proxies for the FundMaster Fund (if applicable), file Section 13 ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the FundFunds, and take other actions on behalf of the FundFunds; (iv) maintain the books and records required to be maintained by the each Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish such reports, statements and other data on securities, economic conditions and other matters related to the investment of the each Fund’s assets which as may be reasonably requested by the Fund’s administrator or distributor or the officers of the Trust may reasonably requestFunds; and (vi) render to the Trust’s Board Funds’ Boards of Trustees Directors such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board Boards of TrusteesDirectors.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund Funds and shall supervise investments of the Fund Funds on behalf of the Fund Funds in accordance with the investment objectives, policies and restrictions of the Fund Funds as set forth in the Fund’s Funds’ and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s Funds’ prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s Funds’ assets and the purchase and sale of portfolio securities for the FundFunds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund Funds except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the FundFunds; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s Funds’ assets which that the Fund’s Funds’ administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s Funds’ investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”); (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Manager shall act as one of several investment adviser managers to the Fund and shall supervise investments invest Manager's Allocated Portion of the Fund on behalf assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and the Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Manager. In providing such services, the Advisor Manager shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Manager shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Manager's Allocated Portion of the Fund’s assets and 's assets, (ii) effect the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders)Manager's Allocated Portion; (iiiii) manage and oversee the investments of the FundManager's Allocated Portion, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iiiiv) vote proxies for the Fundproxies, file required ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fundreports, and take other actions on behalf of with respect to the Fundsecurities in Manager's Allocated Portion; (ivv) maintain the books and records required to be maintained by the Fund except with respect to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundsecurities in Manager's Allocated Portion; (vvi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor Advisor, the Trustees, or the officers of the Trust may reasonably request; and (vivii) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s investment activities Manager's Allocated Portion as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, : the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)one Adviser. In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 1934, as amended (the “1934 Exchange Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which that the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the FundTrust’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. CHICAGO/#2351608.2 Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) 1934, as amended, for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor Adviser shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time and provide in writing to the Advisor Adviser (collectively, the “"Investment Policies”"). In providing such services, the Advisor Adviser shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, and file beneficial ownership reports under required by Section 13 13(d) of the Securities Exchange Act of 1934 (the “"1934 Act”") for the Fund, and take other actions on behalf of the Fund; (iv) maintain records relating to the books and records advisory services provided by the Adviser hereunder required to be prepared and maintained by the Adviser or the Fund except pursuant to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fundapplicable laws; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees. It is understood and agreed that the Adviser shall have no obligation to initiate litigation on behalf of the Fund.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (iI) furnish the Fund Funds with advice and recommendations with respect to the investment of the Fund’s assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps stops as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the FundFunds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s Board of Trustees such periodic and special reports with respect to the each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

General Duties. The Advisor shall act as investment adviser to the Fund and shall supervise investments of the Fund on behalf of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s 's and Trust’s 's governing documents, including, without limitation, the Trust’s 's Agreement and Declaration of Trust and By-Laws; the Fund’s 's prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Trustees may impose from time to time in writing to the Advisor (collectively, the “Investment Policies”)Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code of 1986Code, the Uniform Commercial Code and other applicable law. Without limiting the generality of the foregoing, the Advisor shall: (i) furnish the Fund with advice advice, and recommendations with respect to the investment of the Fund’s 's assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s 's Board of Trustees; (iii) vote proxies for the Fund, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund, and take other actions on behalf of the Fund; (iv) maintain the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s 's assets which the Fund’s 's administrator or distributor or the officers of the Trust may reasonably request; and (vi) render to the Trust’s 's Board of Trustees such periodic and special reports with respect to the Fund’s 's investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.