Common use of Management Services Clause in Contracts

Management Services. (1) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirable.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject Subject to the supervision of the Board of TrusteesDirectors of the Company (the “Board of Directors”), perform various services the Investment Adviser will regularly provide the Company with investment research, advice and supervision and will furnish continuously an investment program for the FundsCompany consistent with the investment objectives and policies of the Company. The Investment Adviser will determine from time to time what securities or other investments (each such investment being called herein an “Investment” and collectively, “Investments”) shall be purchased for the Company, what Investments shall be held or sold by the Company, and what portion of the Investments shall be held uninvested as cash and cash equivalents, subject always to the provisions of the Company’s Certificate of Formation and the Limited Liability Company Agreement of the Company (as in effect from time to time, the “LLC Agreement”) and of the Investment Company Act, and to the investment objectives, policies and restrictions of the Company, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board of Directors may from time to time establish. (b) The Investment Adviser is hereby authorized to cause the Company to make Investments, directly or indirectly through one or more subsidiaries or special purpose vehicles. (c) The Investment Adviser is hereby authorized, on behalf of the Company and at the direction of the Board of Directors pursuant to delegated authority, to possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Investments and other property and funds held or owned by the Company, including, without limitation, exercising and enforcing rights with respect to any claims relating to such Investments and other property and funds, including but with respect to litigation, bankruptcy or other reorganization. (d) Subject to the general supervision of the Board of Directors, the Investment Adviser will provide certain administrative services to the Company other than such administrative services provided by the Company’s administrator (such administrator, or any successor administrator, including any affiliate of the Investment Adviser, the “Administrator”). The Investment Adviser will, to the extent such services are not limited to: required to be performed by the Administrator or others pursuant to a custodian agreement (or a transfer agency agreement to the extent that a person other than the Investment Adviser is serving thereunder as the Company’s transfer agent), (i) preparing provide supervision of all general shareholder communications, including shareholder reportsaspects of the Company’s operations not referred to in paragraphs (a) to (c) above; (ii) conducting shareholder relations; coordinate with and oversee the services being performed by the Administrator and the Company’s custodian and transfer agent, (iii) maintaining Funds’ existence provide the Company with personnel to perform such executive, administrative and recordsclerical services as are reasonably necessary to provide effective administration of the Company; (iv) maintaining the registration and qualification provide on behalf of the Funds’ shares Company significant managerial assistance to those portfolio companies of the Company that the Company is required to provide such services to under federal and state lawthe Investment Company Act; (v) investigating arrange for, at the development Company’s expense, (A) the preparation for the Company of all required tax returns, (B) the preparation and developing submission of reports to existing holders of equity interests in the Company and implementing, if appropriate, management regulatory authorities and shareholder services designed to enhance (C) the value or convenience preparation and submission of the Funds Company’s Form 10 or registration statement, as investment vehiclesapplicable, and all other documents necessary to fulfill regulatory requirements and maintain the registration and qualifications of the Company with the SEC and other regulatory authorities; (vi) overseeing maintain all of the determination Company’s records and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing provide the preparation Company with adequate office space and filing of the Funds’ federalall necessary office equipment and services including telephone service, state heat, utilities, stationery supplies and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundsimilar items. (3e) The Investment Adviser will authorize also provide to the Board of Directors such periodic and permit any of its principals, officers and employees who special reports as it may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employeesreasonably request. The Investment Adviser generally shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company. (f) The Investment Adviser will monitor each Fundmaintain all books and records with respect to the Company’s compliance with investment policies securities transactions required by sub-paragraphs (b)(5), (6), (9) and restrictions as set out in filings made (10) and paragraph (f) of Rule 31a-1 under the Investment Company Act (other than those records being maintained by the Trust under Administrator or the federal securities lawsCompany’s custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Investment Company Act. The Investment Adviser will make reports also provide to the Board of Trustees Directors such periodic and special reports as it may reasonably request. (g) The Investment Adviser will notify the Board of Directors of any change in the Investment Adviser’s membership within a reasonable time after such change. (h) The Investment Adviser’s services hereunder are not deemed exclusive and it shall be free to render similar services to others. The Investment Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company; provided that its services to the Company hereunder are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of the Investment Adviser or any manager, partner, officer or employee of the Investment Adviser to engage in any other business or to devote his, her or its time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Investments, subject at all times to applicable law). (i) The Investment Adviser will not cause the Company to exchange or otherwise dispose of all or substantially all of its performance assets in a single transaction or series of obligations under this Agreement and furnish advice and recommendations with respect related transactions, or approve on the Company’s behalf the sale, exchange or other disposition of all or substantially all of its assets in a single transaction or series of related transactions (including, for the avoidance of doubt, pursuant to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirablea listing, initial public offering or merger).

Management Services. (1) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms Form N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID CSR and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) reviewing implementation of any share purchase programs authorized by the Board of Trustees; (xvii) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xviixviii) preparing and arranging for the printing of dividend notices to shareholders; (xix) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviiixx) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xixxxi) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each the Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirable.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by Adviser shall: (i) furnish the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund; (iv) file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (v) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (vi) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vii) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund, and the placing and allocation of brokerage orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the Funds 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser, on its own initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.

Management Services. (1a) The Investment Adviser You will performregularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and By-Laws and of the 1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (b) Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), (i) provide supervision of all aspects of each Fund's operations not referred to in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for its affiliates each Fund of all required tax returns, (b) the preparation and submission of reports to perform, existing shareholders and (c) the management services necessary for periodic updating of the operation Fund's prospectuses and statements of additional information and the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (iv) maintain all of the Funds. The Investment Adviser will ' records and (v) provide the Funds with adequate office space, facilities, space and all necessary office equipment and necessary personnel services including telephone service, heat, utilities, stationery supplies and similar items. (which may be its ownc) You will also provide to the Registrant's Trustees such periodic and such other services special reports as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to Trustees may reasonably request. You shall for all purposes herein be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary an independent contractor and shall, except as otherwise expressly provided or desirableauthorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (2d) The Investment Adviser will, subject You will maintain all books and records with respect to the supervision Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating 1940 Act. You will also provide to the business Registrant's Trustees such periodic and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such special reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundrequest. (3e) The Investment Adviser You will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of notify the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium Registrant of any of change in your membership within a reasonable time after such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies change. (f) Your services hereunder are not deemed exclusive and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports you shall be free to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect render similar services to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableothers.

Management Services. (1a) The Investment Adviser You will performregularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and By- Laws and of the 1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (b) Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), (i) provide supervision of all aspects of each Fund's operations not referred to in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for its affiliates each Fund of all required tax returns, (b) the preparation and submission of reports to perform, existing shareholders and (c) the management services necessary for periodic updating of the operation Fund's prospectuses and statements of additional information and the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (iv) maintain all of the Funds. The Investment Adviser will ' records and (v) provide the Funds with adequate office space, facilities, space and all necessary office equipment and necessary personnel services including telephone service, heat, utilities, stationery supplies and similar items. (which may be its ownc) You will also provide to the Registrant's Trustees such periodic and such other services special reports as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to Trustees may reasonably request. You shall for all purposes herein be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary an independent contractor and shall, except as otherwise expressly provided or desirableauthorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (2d) The Investment Adviser will, subject You will maintain all books and records with respect to the supervision Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating 1940 Act. You will also provide to the business Registrant's Trustees such periodic and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such special reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundrequest. (3e) The Investment Adviser You will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of notify the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium Registrant of any of change in your membership within a reasonable time after such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies change. (f) Your services hereunder are not deemed exclusive and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports you shall be free to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect render similar services to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableothers.

Management Services. (1) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of TrusteesFund will, from time to time will determine time, furnish to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf you detailed statements of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers investments and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision resources of the Board of TrusteesFund and information as to its investment needs, perform various services for and will make available to you such financial reports, proxy statements, legal and other information relating to its investment as may be in the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification possession of the Funds’ shares under federal Fund or available to it. You shall, at your expense, use your experience, staff and state law; (v) investigating the development of other facilities to conduct and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience maintain a continuous review of the Funds as investment vehicles; (vi) overseeing the determination Fund's investments, resources and publication of each Fund’s net asset value in accordance with the policies as adopted needs, and shall from time to time furnish to the Directors of the Fund (the "Directors") or such others as the Directors shall direct, your advice and recommendations with respect to the purchase and sale of investments by the Board Fund and the making of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for commitments thereto. In conducting such review and approval furnishing such advice and recommendations, you shall be guided by officers of the Funds’ financial information for Fund's investment policy and restrictions as delineated and limited by the Funds’ semi-annual statements contained in the various documents and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be amendments thereto filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID Securities and such other reports, forms and filings, as may be mutually agreed upon; Exchange Commission (xi) preparing reports relating to the business and affairs "SEC"). You shall place at the disposal of the Funds as may be mutually agreed upon Fund such statistical research, analytical and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports technical services and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be reasonably required by any party from which the Funds borrows funds; Fund, shall furnish the Fund with, and (xix) providing such assistance pay the salaries of, the executive, administrative and clerical personnel of the Fund, and in general shall supervise the affairs of the Fund, subject to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers control of the Trust to serve in the capacities in which they are elected or appointedDirectors. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish Your advice and recommendations with respect to the purchase and sale of investments and the making of investment commitments shall be submitted at the principal offices of the Fund to the Directors of the Fund, to an investment committee thereof, or to such other aspects person or persons as the Directors or such investment committee shall designate for that purpose. The Directors, such investment committee, or such designated person or persons shall have full authority to act upon such advice and recommendations and to place orders on behalf of the business Fund for the purchase and affairs sale of investments. Reports of portfolio recommendations shall be made quarterly to the Trust and the Funds Directors or more frequently as the Trust will determine Directors may from time to be desirabletime determine.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by Adviser shall: (i) furnish the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Fund, except to the extent that 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 regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the Funds 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business. (h) Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, Adviser will report to the Board on developments related to the Trust, the Fund or Adviser.

Management Services. The Adviser undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Trustees (1) the “Board”), direct the investments of the Funds in accordance with the investment objectives, policies and limitations, as provided in the Funds’ Prospectuses or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Funds may impose by notice in writing to the Adviser. The Investment Adviser will performshall also furnish for the use of the Funds office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "interested persons" of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates to perform, of) the management and administrative services necessary for the operation of the FundsTrust. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of TrusteesBoard, perform various services for the Funds, including but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iiiv) conducting shareholder relations; (iiiv) maintaining Funds’ the Trust's existence and its records; (ivvi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds’ shares under federal and state law; and (vvii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing . The Adviser shall also furnish such reports, evaluations, information or analyses to the determination and publication of each Fund’s net asset value in accordance with Trust as the policies as adopted Board may request from time to time by or as the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise Adviser may deem to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and desirable. The Adviser shall make recommendations to the Board of Trustees concerning with respect to Trust’s policies, and shall carry out such policies as are adopted by the performance of Trustees. The Adviser shall, subject to review by the independent accountants Board, furnish such other services as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations Adviser shall from time to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions time determine to be paid by each Fund necessary or useful to perform its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableAgreement.

Management Services. (1) The Investment Adviser will perform, or arrange for its affiliates Subject to performthe terms and conditions of this Agreement and in reliance on the representations and warranties contained herein, the High Times Group hereby agrees to retain Oreva to provide the following management services necessary for to the operation High Times Group (the “Management Services”): (i) managing relationships with the Senior Lender, (ii) overseeing the process of consummating a Conversion Event, (iii) providing administrative services, including recommendations to the Parent’s Board of Directors of the Funds. The Investment Adviser will provide engagement of or, with the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision approval of the Board of TrusteesDirectors, perform various services for engaging agents, consultants or other third party service providers to the FundsParent, including but not limited to: (i) preparing all general shareholder communicationsaccountants, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; lawyers, registered investment advisers or experts, in each case, as may be necessary by the Parent from time to time; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted authorized from time to time by the Board of TrusteesDirectors, dealing with investment bankers, investor relations consultants and other members of the investment community; (v) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Parent Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Parent as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Parent’s accounting, legal and other advisors; (vi) evaluate, manage, negotiate and providing assistance to the Parent Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Parent’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Parent as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Parent’s accounting, legal and other advisors; (vii) overseeing evaluate and assist in negotiations with various financing sources for the preparation High Times Group, including bankers and filing of others providing debt and/or equity financings for the Funds’ federal, state and local income tax returns and any other required tax returns; High Times Group; (viii) reviewing assist the appropriateness Board of Directors and arranging for payment executive officers of the Funds’ expenses; High Times Group in locating, structuring, negotiating and financing strategic acquisitions of other related broker/dealers, asset management companies and other financial services companies; (ix) preparing assist the Board of Directors and executive officers of High Times Group in connection with sourcing, structuring, negotiating and consummating debt and equity financing for the Parent and/or Trans-High; and (or overseeing x) assist the preparation) for review Board of Directors and approval by executive officers of the Funds’ financial information for the Funds’ semi-annual High Times Group in connection with developing additional business by sourcing prospective investment banking clients, merger and annual reports, proxy statements acquisition and other communications with shareholders required or otherwise to be sent to shareholders, advisory business from third parties and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to advising the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports Directors and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or executive officers of the Trust to serve High Times Group in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of structuring, negotiating and consummating such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableadditional business.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by Adviser shall: (i) furnish the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Fund, except to the extent that 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 regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, the Adviser will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and the Funds Fund. Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund’s fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will determine report to be desirablethe Board on developments related to the Trust, the Fund or the Adviser.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment each Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to each Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor shall: (i) furnish each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by each Fund, except to the extent that 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 regarding securities, economic conditions and other matters related to the investment of each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to each Fund’s investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the Funds 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for each Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, each Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, a Fund or the Adviser.

Management Services. (1a) The Investment Adviser will performYou will, either directly, through one or more sub-advisers, or both: (i) regularly provide each Fund with investment research, advice and supervision; (ii) furnish continuously an investment program for each Fund consistent with the investment objectives and policies of the Fund; and (iii) determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund’s assets shall be held uninvested as cash, subject always to the provisions of the Registrant’s Declaration of Trust and By-Laws and of the 1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (b) Subject to the general supervision of the Trustees of the Registrant, you will, either directly, through one or more sub-advisers, or both, provide certain administrative services to each Fund including the following. You will, to the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant’s transfer agent), (i) provide supervision of all aspects of each Fund’s operations not referred to in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund; (iii) arrange for, at the Registrant’s expense, (A) the preparation for its affiliates each Fund of all required tax returns, (B) the preparation and submission of reports to perform, existing shareholders and (C) the management services necessary for periodic updating of the operation Fund’s prospectuses and statements of additional information and the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (iv) maintain all of the Funds. The Investment Adviser will ’ records; and (v) provide the Funds with adequate office space, facilities, space and all necessary office equipment and necessary personnel services including telephone service, heat, utilities, stationery supplies and similar items. (which may be its ownc) You will also provide to the Registrant’s Trustees such periodic and such other services special reports as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to Trustees may reasonably request. You shall for all purposes herein be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary an independent contractor and shall, except as otherwise expressly provided or desirableauthorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (2d) The Investment Adviser will, subject You will maintain all books and records with respect to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares securities transactions required by sub-paragraphs (b)(5), (6), (7), (9) and (10) and paragraph (f) of Rule 31a-1 under federal and state law; the 1940 Act (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared than those records being maintained by the Funds’ custodian, counsel custodian or auditors; (xiitransfer agent) making and preserve such reports and recommendations records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. You will also provide to the Board of Registrant’s Trustees concerning the performance of the independent accountants such periodic and special reports as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundrequest. (3e) The Investment Adviser You will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of notify the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium Registrant of any of change in your membership within a reasonable time after such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies change. (f) Your services hereunder are not deemed exclusive and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports you shall be free to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect render similar services to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableothers.

Management Services. (1) The Investment Adviser will perform, or arrange for its affiliates to perform, the management services necessary for the operation of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of TrusteesFund will, from time to time will determine time, furnish to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf you detailed statements of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers investments and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision resources of the Board of TrusteesFund and information as to its investment needs, perform various services for and will make available to you such financial reports, proxy statements, legal and other information relating to its investment as may be in the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification possession of the Funds’ shares under federal Fund or available to it. You shall, at your expense, use your experience, staff and state law; (v) investigating the development of other facilities to conduct and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience maintain a continuous review of the Funds as investment vehicles; (vi) overseeing the determination Fund's investments, resources and publication of each Fund’s net asset value in accordance with the policies as adopted needs, and shall from time to time furnish to the Directors of the Fund (the "Directors") or such others as the Directors shall direct, your advice and recommendations with respect to the purchase and sale of investments by the Board Fund and the making of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for commitments thereto. In conducting such review and approval furnishing such advice and recommendations, you shall be guided by officers of the Funds’ financial information for Fund's investment policy and restrictions as delineated and limited by the Funds’ semi-annual statements contained in the various documents and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be amendments thereto filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID Securities and such other reports, forms and filings, as may be mutually agreed upon; Exchange Commission (xi) preparing reports relating to the business and affairs "SEC"). You shall place at the disposal of the Funds as may be mutually agreed upon Fund such statistical research, analytical and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports technical services and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be reasonably required by any party from which the Funds borrows funds; Fund, shall furnish the Fund with, and (xix) providing such assistance pay the salaries of, the executive, administrative and clerical personnel of the Fund, and in general shall supervise the affairs of the Fund, subject to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers control of the Trust to serve in the capacities in which they are elected or appointedDirectors. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish Your advice and recommendations with respect to the purchase and sale of investments and the making of investment commitments shall be submitted at the principal offices of the Fund to the Directors of the Fund, to an investment committee thereof, or to such other aspects person or persons as the Directors or such investment committee shall designate for that purpose. The Directors, such investment committee, or such designated person or persons shall have full authority to act upon such advice and recommendations and to place orders on behalf of the business Fund for the purchase and affairs sale of investments. Reports of portfolio recommendations shall be made 2 quarterly to the Trust and the Funds Directors or more frequently as the Trust will determine Directors may from time to be desirabletime determine.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment each Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to each Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Interested Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor shall: (i) furnish each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Funds, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Funds; (v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vi) render to the Trustees such periodic and special reports with respect to each Fund’s investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of a Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Funds and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the Funds 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund’s custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Funds. Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which a Fund’s fund accountant cannot obtain prices in the ordinary course of business. (h) Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, Adviser will report to the Board on developments related to the Trust, any Fund or Adviser.

Management Services. Duties of and Restrictions on Sub-Advisors. (a) For the avoidance of doubt and without limiting the generality of the powers conferred upon it by Section 1, the Sub-Advisors (or any of them as the case may be) shall be responsible for making recommendations for the investment and reinvestment of the assets of each Account. The Sub-Advisors shall make recommendations to the Investment Manager, and the Investment Manager shall approve or decline such recommendations in its sole discretion. The Sub-Advisors shall be responsible for facilitating execution (through third party brokers or other agents or as otherwise permitted hereby) of any approved investment recommendations in accordance with this Agreement and any instructions provided by the Investment Manager. For the avoidance of doubt, the Sub-Advisors may only execute (or facilitate execution of) transactions in an Account pursuant to this Agreement with the prior consent of the Investment Manager (subject to Section 2(k) below). The Investment Manager shall be responsible for ensuring that any transaction approved by the Investment Manager is permissible under any investment guidelines agreed upon between the Investment Manager and the applicable Company. Where the prior consent of the Investment Manager is required prior to the Sub-Advisor taking any action under this Agreement, the Investment Manager’s written or verbal consent (including consent by electronic mail) shall suffice, unless the express language of this Agreement requires the Investment Manager’s consent in writing, in which case only the signed consent of the Investment Manager shall suffice. Where verbal consent for a particular trade is given by the Investment Manager, and provided that the applicable Sub-Advisor provides normal documentary evidence of such trade on the trade date (i.e., via trade ticket, trade confirmation, trade blotter excerpt or similar means provided in the normal course), the Investment Manager’s consent with respect to such trade shall be deemed evidenced by the absence of the Investment Manager’s objection to such trade in writing (including by electronic mail) prior to the earlier of (i) the close of business on the second business day following the trade date and (ii) the settlement date. (b) Subject to the other provisions of this Agreement, including, without limitation, Sections 2(a) and 2(h), the Sub-Advisors have authority: (i) to buy, sell, sell short, hold and trade, on margin or otherwise and in or on any market or exchange within or outside the United States or otherwise, securities convertible into preferred or common stock of domestic and foreign issuers, debt securities of domestic and foreign governmental issuers (including federal, state and municipal issuers) and domestic and foreign corporate issuers, investment company securities, money-market securities, partnership interests, mortgage- and asset- backed securities (including, without limitation, collateralized loan obligations and other collateralized debt obligations), foreign currencies and currency forwards, futures contracts and options thereon, bank and debtor-in-possession loans, trade receivables, repurchase and reverse repurchase agreements, commercial paper, other securities, futures and derivatives (including interest rate and currency swaps, swaptions, caps, collars and floors), rights and options on all of the foregoing and other investments, assets or property; and (ii) to effect such other investment transactions involving the assets in an Account’s name and solely for such Account, including without limitation, to execute swap, futures, options and other agreements with counterparties. Without the prior written consent of the Investment Manager, the Sub-Advisor shall not open or close any accounts on a Company’s behalf. (c) With respect to each Account advised by such Sub-Advisor, such Sub-Advisor will have the authority to exercise any voting rights relating to assets of such Account. Upon receipt of the Investment Manager’s prior verbal or written consent, each Sub-Advisor shall be authorized to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, in each case, with respect to such Account. Each Sub-Advisor shall have the authority to exercise, on behalf of each Account managed by such Sub-Advisor, all rights, remedies and obligations associated with assets held in such Account. Each Sub-Advisor shall have the authority to execute trade confirmations, trade tickets, purchase orders, assignment agreements, engagement letters, amendments, forbearance agreements and all other documents related to the purchase, sale, amendment, restructuring or insolvency of assets of an Account managed by such Sub-Advisor; provided that, any exercise of such authority which would result in a conversion or transfer of an asset shall be subject to the prior verbal or written consent of the Investment Manager. (d) Subject to each respective Investment Management Agreement with respect to each Account, the Investment Manager may rebalance or reallocate assets among such Account in its discretion (or between the Accounts and any other accounts of any Company or other clients of the Investment Manager sub-advised by any Sub-Advisor) and will provide the Sub-Advisors (or any of them as the case may be) with notice of any such rebalancings or reallocations. (e) The Sub-Advisors (or any of them as the case may be) will reasonably cooperate with the Investment Adviser will perform, or arrange for its affiliates Manager to perform, the management services limited extent necessary for the operation of Investment Manager to perform such ongoing due diligence reasonably relating to each Account and the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services Sub-Advisors as the Investment AdviserManager reasonably deems necessary or advisable, subject provided, that such cooperation shall be at no cost or expense to review the Sub-Advisors and any cost or expense associated therewith shall be paid by the Board Investment Manager. (f) No Sub-Advisor may retain any sub-advisors or otherwise delegate any of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf Agreement with respect to each Account managed by such Sub-Advisor without the prior written consent of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser will, subject to the supervision of the Board of Trustees, perform various services for the Funds, including but not limited to: (i) preparing all general shareholder communications, including shareholder reportsManager; (ii) conducting shareholder relations; (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of provided that each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semiSub-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as Advisor may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit delegate any of its principals, officers and employees who may be elected or appointed as trustees or officers obligations to its affiliates without the prior consent of the Trust Investment Manager; and provided further that, notwithstanding any delegation permitted pursuant to serve in the capacities in which they are elected or appointed. Services this Section 2(f), such Sub-Advisor shall always remain responsible to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of Manager for such principals, officers, or employees. The Investment Adviser generally will monitor each FundSub-Advisor’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations hereunder with respect to such other aspects Company’s Account. (g) With the written consent of the business Investment Manager, each Sub-Advisor shall have the authority to engage such attorneys, accountants and affairs other professionals or advisors as may be necessary or advisable in the discharge of its duties and obligations under this Agreement. (h) Unless otherwise allowed by an Addendum with respect to a particular Company, none of the Trust Sub-Advisors shall enter into, whether in the name, and on behalf, of any Company or otherwise, any over-the-counter, exchange-traded and other derivative transactions (including any and all contracts or agreements related thereto) in respect of any Accounts without the prior written consent of the Investment Manager (which written consent may be conveyed via electronic mail). (i) None of the Sub-Advisors shall make a claim for exemption from U.S. withholding tax to the U.S. Internal Revenue Service on the basis that income of any Company is effectively connected with the conduct of a trade or business in the United States, nor shall any Sub-Advisor file a U.S. Internal Revenue Service Form W8-ECI (or any successor form) on behalf of any Company with any withholding agent. (j) Each Sub-Advisor shall promptly notify the Investment Manager upon its actual knowledge of the occurrence of any event which in the reasonable opinion of such Sub-Advisor would have a materially adverse impact on the ability of such Sub-Advisor to manage each Account sub-advised by such Sub-Advisor. (k) Notwithstanding anything to the contrary contained herein, the Investment Manager may enter into an arrangement with a Sub-Advisor, either pursuant to an Addendum or other written arrangement, whereby the Sub-Advisor would have discretion with respect to certain transactions other than as set forth in Section 2(a), such as to execute certain transactions for the Accounts without seeking prior consent from the Investment Manager so long as they fit within certain prescribed guidelines or a particular set of issuers, or some other similar agreement; provided that the Investment Manager may revoke such investment discretion at any time upon notice to such Sub-Advisor. (l) Each Sub-Advisor agrees to use reasonable best efforts to cause its portfolio managers to trade within the Investment Manager’s systems environment, including staging such trades prior to execution. (m) Each Sub-Advisor and the Funds as Investment Manager agree to use commercially reasonable efforts to develop an investment policy statement (an “Investment Policy Statement”) mutually agreed upon by such Sub-Advisor and the Trust will determine Investment Manager with respect to be desirablesuch Sub-Advisor’s asset class and such Investment Policy Statement shall generally include, without limitation, policy statements with respect to such Sub-Advisor’s investment strategy, applicable index (“Index”), investment objectives (including benchmarks), investment constraints and reporting procedures (provided that such reporting procedures shall comply with Section 15 below).

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the "Board" or the "Trustees"), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are "interested persons" of the Trust or of the Adviser ("Interested Trustees"); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by Adviser shall: (i) furnish the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund; (iv) file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") for the Fund; (v) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (vi) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vii) render to the Trustees such periodic and special reports with respect to the Fund's investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund, and the placing and allocation of brokerage orders, as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement that are required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended ("1933 Act"), and the Funds 1940 Act, and any amendments or supplements thereto ("Registration Statement") or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the Fund's custodian and fund accountant with such information relating to all transactions concerning the Fund's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Fund's fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser, on its own initiative, will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, the Fund or the Adviser.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment each Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the "Board" or the "Trustees"), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, strategies, policies and restrictions of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Board, on behalf of each Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Fundsoperation of the Fund. The Adviser shall pay, including but not limited to: with respect to each Fund, the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are "interested persons" of the Trust or of the Adviser; and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor shall: (i) furnish each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the business Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") for the Fund; (iv) maintain the books and affairs records required to be maintained by each Fund, except to the extent that 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 regarding securities, economic conditions and other matters related to the investment of each Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to each Fund's investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended and the Funds 1940 Act with respect to the Funds, and any amendments or supplements thereto ("Registration Statement"), but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of each Fund as described in the Registration Statement or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for each Fund with such information relating to all transactions concerning the Fund's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser will, on its own initiative, furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, each Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Board on developments related to the Trust, a Fund or the Adviser.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment each Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the “Board” or the “Trustees”), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to each Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor shall: (i) furnish each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Funds, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Funds; (v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of each Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; and (vi) render to the Trustees such periodic and special reports with respect to each Fund’s investment activities as the Trustees may reasonably request. (e) The Adviser may aggregate sales and purchase orders of the assets of a Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) Adviser will maintain records relating to portfolio transactions on behalf of the Funds and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and affairs records shall be provided promptly by the Adviser to the Trust or its representatives. (g) Adviser will oversee the computation of the net asset value and the net income of each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the Funds 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, Adviser will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and Funds. Adviser will determine also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to be desirablearrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which a Fund’s fund accountant cannot obtain prices in the ordinary course of business. (h) Adviser on its own initiative will furnish the Board with such information as the Adviser may believe appropriate for keeping the Board informed of important developments affecting the Trust, the Fund and the Adviser. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, Adviser will report to the Board on developments related to the Trust, any Fund or Adviser.

Management Services. (1a) The Investment Adviser will perform, or arrange for its affiliates undertakes to perform, the management services necessary for the operation act as investment adviser of the Funds. The Investment Adviser will provide the Funds with office space, facilities, equipment each Fund and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of Trustees of the Trust (the "Board" or the "Trustees"), perform various render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1910, as amended and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the Funds, including but not limited to: operation of the Fund. The Adviser shall pay with respect to each Fund the salaries and fees of all (i) preparing all general shareholder communications, including shareholder reportsofficers of the Trust; (ii) conducting shareholder relationsTrustees of the Trust who are "interested persons" of the Trust or of the Adviser ("Independent Trustees"); and (iii) maintaining Funds’ existence and records; (iv) maintaining the registration and qualification of the Funds’ shares under federal and state law; (v) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing the determination and publication of each Fund’s net asset value in accordance with the policies as adopted from time to time by the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer personnel of the Trust or the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports Adviser performing services relating to the business research, statistical and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions to be paid by each Fund to its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fundinvestment activities. (3d) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers Without limiting the generality of the Trust to serve in foregoing, the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor shall: (i) furnish each Fund’s compliance Fund with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such other aspects steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the business and affairs Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Trust Securities Exchange Act of 1934 (the "1934 Act") for the Fund; (iv) maintain the books and records required to be maintained by each Fund, except to the Funds extent that 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 regarding securities, economic conditions and other matters related to the investment of each Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to each Fund's investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust will determine (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust's registration statement with respect to the Funds, or any amendment or supplement thereto, but that is required to be desirabledisclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

Management Services. The Adviser undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Trustees (1) the "Board"), direct the investments of the Funds in accordance with the investment objectives, policies and limitations, as provided in the Funds' Prospectuses or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Funds may impose by notice in writing to the Adviser. The Investment Adviser will performshall also furnish for the use of the Funds office space and all necessary office facilities, equipment and personnel for servicing the investments of the Funds; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are "interested persons" of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Funds, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Funds. The investment policies and all other actions of the Funds are, and shall at all times be, subject to the control and direction of the Board. The Adviser shall perform (or arrange for the performance by its affiliates to perform, of) the management and administrative services necessary for the operation of the FundsTrust. The Investment Adviser will provide the Funds with office space, facilities, equipment and necessary personnel (which may be its own) and such other services as the Investment Adviser, subject to review by the Board of Trustees, from time to time will determine to be necessary or useful to perform its obligations under this Agreement. The Investment Adviser, also on behalf of the Funds, will conduct affairs with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. (2) The Investment Adviser willshall, subject to the supervision of the Board of TrusteesBoard, perform various services for the Funds, including but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for maintaining their organization; (ii) on behalf of the Funds, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iiiv) conducting shareholder relations; (iiiv) maintaining Funds’ the Trust's existence and its records; (ivvi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds’ ' shares under federal and state law; and (vvii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Funds as investment vehicles; (vi) overseeing . The Adviser shall also furnish such reports, evaluations, information or analyses to the determination and publication of each Fund’s net asset value in accordance with Trust as the policies as adopted Board may request from time to time by or as the Board of Trustees; (vii) overseeing the preparation and filing of the Funds’ federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of the Funds’ expenses; (ix) preparing (or overseeing the preparation) for review and approval by officers of the Funds’ financial information for the Funds’ semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise Adviser may deem to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review by an officer of the Trust the Trust’s periodic financial reports required to be filed with the SEC on applicable Forms N-SAR, N-CSR, N-Q, N-PORT, N-CEN, N-LIQUID and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of the Funds as may be mutually agreed upon and not otherwise appropriately prepared by the Funds’ custodian, counsel or auditors; (xii) making such reports and desirable. The Adviser shall make recommendations to the Board of Trustees concerning with respect to Trust's policies, and shall carry out such policies as are adopted by the performance of Trustees. The Adviser shall, subject to review by the independent accountants Board, furnish such other services as the Board of Trustees may reasonably request or deems appropriate; (xiv) making such reports and recommendations Adviser shall from time to the Board of Trustees concerning the performance and fees of the Funds’ custodian, transfer agent, administrator and dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to the Funds’ service providers; (xvi) determining the amounts available for distribution as dividends and distributions time determine to be paid by each Fund necessary or useful to perform its shareholders; (xvii) providing the Funds’ dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (xviii) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xix) providing such assistance to the custodian and the Funds’ counsel and auditors as generally may be required to properly carry on the business and operations of each Fund. (3) The Investment Adviser will authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in the capacities in which they are elected or appointed. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such principals, officers, or employees. The Investment Adviser generally will monitor each Fund’s compliance with investment policies and restrictions as set out in filings made by the Trust under the federal securities laws. The Investment Adviser will make reports to the Board of Trustees of its performance of obligations under this Agreement and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust and the Funds as the Trust will determine to be desirableAgreement.