Common use of Management Services Clause in Contracts

Management Services. The Adviser will perform (or arrange for the ------------------- performance by its affiliates) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser will shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (or arrange 1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for the ------------------- performance by it to execute its affiliatesduties faithfully, and (ii) the management administrative facilities, including bookkeeping, clerical personnel and administrative services equipment necessary for the operation efficient conduct of the Trust. A. Subject investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the supervision Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the TrusteesFund, and unless otherwise provided herein will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall be responsible for provide such information as is necessary to enable the day Administrator and its affiliates to day business activities prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Trust Fund's registration statement and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the TrustPortfolio's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationeryfinancial statements, and stenographic, clerical, mailing hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and messenger service complete in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state lawmaterial respects; and (viii4) investigating the development of management and shareholder services (and, if appropriate, assisting Adviser will vote the Portfolio's investment securities in the development and implementation of such services) designed manner in which the Adviser believes to enhance be in the value or convenience best interests of the Funds of Portfolio, and shall review its proxy voting activities on a periodic basis with the Trust as investment vehicles. B. Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arisesContract. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. (1) The Investment Adviser will perform (perform, or arrange for the ------------------- performance by its affiliates) affiliates to perform, the management and administrative services necessary for the operation of the Trust. A. Subject to Funds. The Investment Adviser will provide the supervision of the TrusteesFunds with office space, facilities, equipment and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: necessary personnel (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as which may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeepingits own) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this Agreement. Should The Investment Adviser, also on behalf of the Trust have occasion 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 call upon be necessary or desirable. (2) The Investment Adviser will, subject to the Adviser 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 not herein contemplated designed to enhance the value or through convenience of the Adviser 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 services printing and dissemination of otherssuch 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 Form N-SAR, N-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; (xviii) 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; (xx) preparing such information and reports as may be required by any party from which the Funds borrows funds; and (xxi) 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 the Fund. (3) The Investment Adviser will act for authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust upon request 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 best Board of Trustees of its ability, the compensation for its services to be agreed upon performance of obligations under this Agreement and furnish advice and recommendations with respect to each such occasion as it arises. C. The Adviser will not furnish other aspects of the business and affairs of the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records Funds as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping servicesTrust will determine to be desirable.

Management Services. The Adviser (a) You will perform (or arrange regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the ------------------- performance by its affiliates) the management investment objectives and administrative services necessary for the operation policies of the TrustFund. 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. A. (b) Subject to the general supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities Trustees of the Trust and shall perform all Registrant, you will provide certain administrative services appropriate theretoto each Fund. You will, including: 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) providing for members provide supervision of its organization all aspects of each Fund's operations not referred to serve without salaries as Trustees, officers, or agents of the Trustin paragraph (a) above; (ii) furnishing at its expense provide each Fund with personnel to perform such office space executive, administrative and clerical services as may be are reasonably necessary for the suitable conduct to provide effective administration of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such officeFund; (iii) on behalf arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Funds Fund's prospectuses and statements of additional information and the Trust, supervising relations with, preparation of reports filed with the Securities and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers Exchange Commission and other persons in any capacity deemed to be necessary or desirableregulatory authorities; (iv) preparing maintain all general shareholder communications, including shareholder reports; of the Funds' records and (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of provide the Funds of the Trust as investment vehicleswith adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. B. The Adviser shall (c) You will also furnish such reports, evaluations, information or analyses provide to the Trust Registrant's Trustees such periodic and special reports as the Trustees may request from time to time or as the Adviser may deem reasonably request. You shall for all purposes herein be deemed to be desirable. The Adviser shall make recommendations an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trustees Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (d) You will maintain all books and records with respect to Fund policiesthe Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and shall carry out such policies as are adopted (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Trustees. The Adviser shall, subject to review by the Trustees, furnish Fund's custodian or transfer agent) and preserve such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange records for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required periods prescribed therefor by Section 31(a) Rule 31a-2 of the 1940 Act Act. You will also provide to the Registrant's Trustees such periodic and special reports as the rules thereunder ("bookkeeping"); andBoard may reasonably request. (iiie) provision You will notify the Registrant of custodian services, transfer agent services, dividend disbursement any change in your membership within a reasonable time after such change. (f) Your services hereunder are not deemed exclusive and reinvestment services, shareholder services, or shareholder recordkeeping servicesyou shall be free to render similar services to others.

Management Services. The Adviser (a) You will perform (or arrange regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the ------------------- performance by its affiliates) the management investment objectives and administrative services necessary for the operation policies of the TrustFund. 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. A. (b) Subject to the general supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities Trustees of the Trust and shall perform all Registrant, you will provide certain administrative services appropriate theretoto each Fund. You will, including: 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) providing for members provide supervision of its organization all aspects of each Fund's operations not referred to serve without salaries as Trustees, officers, or agents of the Trustin paragraph (a) above; (ii) furnishing at its expense provide each Fund with personnel to perform such office space executive, administrative and clerical services as may be are reasonably necessary for the suitable conduct to provide effective administration of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such officeFund; (iii) on behalf arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Funds Fund's prospectuses and statements of additional information and the Trust, supervising relations with, preparation of reports filed with the Securities and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers Exchange Commission and other persons in any capacity deemed to be necessary or desirableregulatory authorities; (iv) preparing maintain all general shareholder communications, including shareholder reports; of the Funds' records and (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of provide the Funds of the Trust as investment vehicleswith adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. B. The Adviser shall (c) You will also furnish such reports, evaluations, information or analyses provide to the Trust Registrant's Trustees such periodic and special reports as the Trustees may request from time to time or as the Adviser may deem reasonably request. You shall for all purposes herein be deemed to be desirable. The Adviser shall make recommendations an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trustees Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (d) You will maintain all books and records with respect to Fund policiesthe Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and shall carry out such policies as are adopted (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those records being maintained by the Trustees. The Adviser shall, subject to review by the Trustees, furnish Fund's custodian or transfer agent) and preserve such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange records for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required periods prescribed therefor by Section 31(a) Rule 31a-2 of the 1940 Act Act. You will also provide to the Registrant's Trustees such periodic and special reports as the rules thereunder ("bookkeeping"); andBoard may reasonably request. (iiie) provision You will notify the Registrant of custodian services, transfer agent services, dividend disbursement any change in your membership within a reasonable time after such change. (f) Your services hereunder are not deemed exclusive and reinvestment services, shareholder services, or shareholder recordkeeping servicesyou shall be free to render similar services to others.

Management Services. (1) The Investment Adviser will perform (perform, or arrange for the ------------------- performance by its affiliates) affiliates to perform, the management and administrative services necessary for the operation of the Trust. A. Subject to Funds. The Investment Adviser will provide the supervision of the TrusteesFunds with office space, facilities, equipment and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: necessary personnel (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as which may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeepingits own) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this Agreement. Should The Investment Adviser, also on behalf of the Trust have occasion 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 call upon be necessary or desirable. (2) The Investment Adviser will, subject to the Adviser 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 not herein contemplated designed to enhance the value or through convenience of the Adviser 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 services printing and dissemination of otherssuch 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 act for authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust upon request 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 best Board of Trustees of its ability, the compensation for its services to be agreed upon performance of obligations under this Agreement and furnish advice and recommendations with respect to each such occasion as it arises. C. The Adviser will not furnish other aspects of the business and affairs of the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records Funds as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping servicesTrust will determine to be desirable.

Management Services. The Adviser will perform (or arrange for the ------------------- performance by its affiliates) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser will make available to the Trust, promptly upon request, the Trust's investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as well as other applicable laws, and will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser will shall maintain the existence and records of the Fund’s wholly owned subsidiary and perform the following additional services: (or arrange 1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for the ------------------- performance by it to execute its affiliatesduties faithfully, and (ii) the management administrative facilities, including bookkeeping, clerical personnel and administrative services equipment necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable efficient conduct of the Trust's business investment affairs of the Fund (other than pricing excluding determination of net asset values and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such officeshareholder accounting services); (iii2) on behalf the Adviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Funds 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Trust, supervising relations with, and monitoring will be surrendered to the performance of, custodians, depositories, transfer Trust promptly upon request. Fidelity Management and pricing agents, accountants, attorneys, underwriters, brokers Research Company (hereinafter called the “Administrator”) shall be granted reasonable access to the records and dealers, insurers and other persons documents in any capacity deemed the Adviser’s possession relating to be necessary or desirablethe Fund; (iv3) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Trust's existence ’s registration statement (and any supplement thereto) and the Fund’s financial statements. The Adviser understands that the Trust and the Administrator and its records; (vii) during affiliates will rely on such times as shares are publicly offered, maintaining information in the registration and qualification preparation of the Trust's shares under federal ’s registration statement and state lawthe Fund’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (viii4) investigating the development of management and shareholder services (and, if appropriate, assisting Adviser will vote the Fund’s investment securities in the development and implementation of such services) designed manner in which the Adviser believes to enhance be in the value or convenience best interests of the Funds of Fund, and shall review its proxy voting activities on a periodic basis with the Trust as investment vehicles. B. Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arisesContract. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser will perform (or arrange Manager shall be solely responsible for the ------------------- performance by its affiliates) the management and administrative services necessary for the business operation of the Trust. A. Subject to Sites and assumes responsibility for the supervision management of all non-medical aspects of the TrusteesSites, and unless except as otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, specifically prohibited by law or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policieslimited by this Agreement, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust provide the following services under this Agreementservices: (i) determinations of the Trust's net assets and the net asset value per share of Manager shall lease, acquire or otherwise procure one or more Sites in which P.C. shall conduct its shares ("pricing");practice. (ii) maintenance of accountsManager shall provide all reasonable and necessary medical equipment, books furnishings and records as furniture required by Section 31(a) in the day-to-day operation of the 1940 Act and the rules thereunder ("bookkeeping"); andSites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OR THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP, IN THE EQUIPMENT. (iii) provision Manager shall employ all necessary clerical, secretarial and bookkeeping personnel reasonably necessary for the conduct of custodian servicesP.C.'s operations at the Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel. (iv) Manager shall assist in negotiating employment agreements or contracts with nursing staff, transfer agent servicestechnicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, dividend disbursement Medicaid or other third-party payors as under the supervision of physicians shall be employed by P.C.; provided, however, that employment agreements may be assumed by and reinvestment servicesassigned to Manager at the request of Manager if and to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C. (v) Manager shall administer P.C.'s payroll and personnel-related activities. (vi) Manager shall supervise all of Manager's employees; provided, shareholder serviceshowever, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the practice and to comply with requirements of applicable law. (vii) Manager shall, unless prohibited by law, order and procure all Medical Supplies (as hereinafter defined), office supplies and other supplies necessary in the operation of the Sites to enable P.C. to deliver quality Medical Services in a cost-effective manner. The ultimate oversight, supervision and ownership for all Medical Supplies is and shall remain the sole responsibility of P.C. "Medical Supplies" shall mean all drugs, pharmaceuticals, products, substances, items or shareholder recordkeeping servicesdevices whose purchase, possession, maintenance, administration, prescription or security require the authorization or order of a licensed health care provider or require a permit, registration, certification or other governmental authorization held by a licensed health care provider as specified under any applicable federal or state law.

Management Services. The Adviser will perform (or arrange Manager shall be solely responsible for the ------------------- performance by its affiliates) the management and administrative services necessary for the business operation of the Trust. A. Subject to Sites and assumes responsibility for the supervision management of all nonmedical aspects of the TrusteesSites, and unless except as otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, specifically prohibited by law or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policieslimited by this Agreement, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust provide the following services under this Agreementservices: (i) determinations of the Trust's net assets and the net asset value per share of Manager shall lease, acquire or otherwise procure one or more Sites in which P.C. shall conduct its shares ("pricing");practice. (ii) maintenance of accountsManager shall provide all reasonable and necessary medical equipment, books furnishings and records as furniture required by Section 31(a) in the day to day operation of the 1940 Act and the rules thereunder ("bookkeeping"); andSites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OR THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP IN THE EQUIPMENT. (iii) provision Manager shall employ all necessary clerical, secretarial and bookkeeping personnel reasonably necessary for the conduct of custodian servicesP.C.'s operations at the Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel. (iv) Manager shall assist in negotiating employment agreements or contracts with nursing staff, transfer agent servicestechnicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, dividend disbursement Medicaid or other third party payors as under the supervision of physicians shall be employed by P.C.; provided, however, that employment agreements may be assumed by and reinvestment servicesassigned to Manager at the request of Manager if and to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C. (v) Manager shall administer P.C.'s payroll and personnel related activities. (vi) Manager shall supervise all of Manager's employees; provided, shareholder serviceshowever, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the practice and to comply with requirements of applicable law. (vii) Manager shall, unless prohibited by law, order and procure all Medical Supplies (as hereinafter defined), office supplies and other supplies necessary in the operation of the Sites to enable P.C. to deliver quality Medical Services in a cost-effective manner. The ultimate oversight, supervision and ownership for all Medical Supplies is and shall remain the sole responsibility of P.C. "Medical Supplies" shall mean all drugs, pharmaceuticals, products, substances, items or shareholder recordkeeping servicesdevices whose purchase, possession, maintenance, administration, prescription or security require the authorization or order of a licensed health care provider or require a permit, registration, certification or other governmental authorization held by a licensed health care provider as specified under any applicable federal or state law.

Management Services. The Adviser will undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Trustees (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 Adviser shall 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 affiliatesaffiliates of) the management and administrative services necessary for the operation of the Trust. A. Subject . The Adviser shall, subject to the supervision of the TrusteesBoard, and unless otherwise provided herein the Adviser shall be responsible perform various services for the day to day business activities of the Trust and shall perform all services appropriate theretoFunds, includingincluding but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for members of its organization to serve without salaries as Trustees, officers, or agents of the Trustmaintaining their organization; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the TrustFunds, 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; (iviii) preparing all general shareholder communications, including shareholder reports; (viv) conducting shareholder relations; (viv) maintaining the Trust's existence and its records; (viivi) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's Funds’ shares under federal and state law; and (viiivii) investigating the development of and developing and implementing, if appropriate, management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. . The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees Board may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees Board with respect to Fund Trust’s policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the TrusteesBoard, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser will perform (or arrange for the ------------------- performance by its affiliates) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision terms and conditions of this Agreement and in reliance on the Trusteesrepresentations and warranties contained herein, and unless otherwise provided herein the Adviser shall be responsible for High Times Group hereby agrees to retain Oreva to provide the day following management services to day business activities of the Trust and shall perform all services appropriate thereto, including: High Times Group (the “Management Services”): (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of managing relationships with the Trust; Senior Lender, (ii) furnishing at its expense such office space overseeing the process of consummating a Conversion Event, (iii) providing administrative services, including recommendations to the Parent’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Parent, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary for by the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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 Parent from time to be necessary or desirable; time; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request authorized from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallBoard of Directors, subject to review by the Trusteesdealing with investment bankers, furnish such investor relations consultants and other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations members of the Trust's net assets and the net asset value per share of its shares ("pricing")investment community; (iiv) maintenance identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Parent Board of accountsDirectors in connection with the acquisitions of target businesses by the High Times Group; provided, books 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 records as required all such determinations will be made by Section 31(a) the Parent based on legal, tax and other considerations and the advice of the 1940 Act 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 rules thereunder advice of the Parent’s accounting, legal and other advisors; ("bookkeeping")vii) evaluate and assist in negotiations with various financing sources for the High Times Group, including bankers and others providing debt and/or equity financings for the High Times Group; (viii) assist the Board of Directors and executive officers of 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) 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 (iiix) provision assist the Board of custodian servicesDirectors and executive officers of the High Times Group in connection with developing additional business by sourcing prospective investment banking clients, transfer agent servicesmerger and acquisition and other advisory business from third parties and advising the Board of Directors and executive officers of the High Times Group in structuring, dividend disbursement negotiating and reinvestment services, shareholder services, or shareholder recordkeeping servicesconsummating such additional business.

Management Services. The Adviser will perform (or arrange for the ------------------- performance by its affiliates) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision and direction of the TrusteesBoard of Directors of the Company, and unless otherwise provided herein the Adviser shall be responsible for undertakes to perform the day following services to day business activities of the Trust and shall extent that no other party is obligated to perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) them on behalf of the Funds Company: (a) assisting in the preparation of materials for meetings of the TrustBoard of Directors, supervising relations with(b) coordinating and preparation of proxy statements and annual and semi-annual reports to the Company’s shareholders, 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; (ivc) preparing all general shareholder communications, including shareholder reports; (vd) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viiie) investigating the development of and developing and implementing, if appropriate, management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds Company as an investment vehicle; (f) assisting in the preparation of the Trust as Company’s tax returns; (g) assisting in the development, preparing and ongoing monitoring of the business continuity and crisis management programs for the Company; (h) preparing and monitoring the Company’s policies and procedures including valuation procedures, compliance procedures, affiliate procedures, risk management procedures and monitoring the investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, investment restrictions, and shall carry out such policies as are adopted by diversification requirements and taking all reasonable action in the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform performance of its obligations under this Agreement. Should .; (i) providing the Trust have occasion to call upon valuation and pricing of the Adviser for services not herein contemplated or through the Adviser to arrange Company’s portfolios and reviewing and making recommendations for the services of others, the Adviser will act valuation procedures for the Trust upon request Company; and (j) monitoring the performance of, custodians, depositories, transfer and Fund pricing agents, Fund accountants, administrators, underwriters, pricing services and other persons retained or employed in any capacity deemed to be necessary or desirable and taking all reasonable action in the best performance of its ability, the compensation for its services obligations under this Agreement to be agreed upon with respect assure that all necessary information is made available to each such occasion as it arises. C. The Adviser will not furnish the Trust the following of them. In performing all services under this Agreement: (i) determinations , the Adviser shall act in conformity with applicable law, the Company’s Articles of the Trust's net assets Incorporation and By-Laws, and all amendments thereto, and the net asset value per share of its shares ("pricing"); (ii) maintenance of accountsinvestment objective, books investment policies and records other practices and policies set forth in the Company’s Registration Statement, as required by Section 31(a) of the 1940 Act such Registration Statement and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement practices and reinvestment services, shareholder services, or shareholder recordkeeping servicespolicies may be amended from time to time.

Management Services. The Adviser will perform (a) Consistent with the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as may be amended or arrange supplemented from time to time, the Trust’s Trust Agreement and By-Laws and such policies and instructions as the Master Fund’s Board of Trustees (the “Board”) may from time to time establish, the Manager shall have supervisory responsibility for the ------------------- performance by general management and investment operations of the Trust and the composition of the assets of each Portfolio, including the purchase, retention, exchange and disposition thereof. In this regard, the Manager shall (i) manage the investment and reinvestment of the assets of each Portfolio, (ii) continuously review, supervise and administer the investment program of each Portfolio, (iii) determine in its affiliatesdiscretion the securities to be purchased or sold and the portion of the each such Portfolio’s assets to be held uninvested, (iv) provide the Trust with records concerning the Manager’s activities which the Trust is required to maintain and (v) render regular reports to the Trust’s officers and Board of Trustees concerning the Manager’s discharge of the foregoing responsibilities. The Manager shall discharge the foregoing responsibilities consistent with the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be amended or supplemented from time to time with notice to the Manager, and in compliance with applicable laws and regulations. (b) In addition, the Manager shall, subject to the ultimate supervision and direction of the Trustee of the Trust (the “Trustee”), provide or procure certain administrative services to the Trust. In this regard, the Manager will provide to the Trust, or will arrange at its expense to be provided to the Trust, such management and administrative services necessary for as may be agreed upon from time to time by the operation Manager and the Trust. These services initially will include, among other things (a) providing to the Trust office facilities, equipment, personnel, research and statistical services, (b) monitoring compliance with the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, (c) coordinating with the Trust’s Trustee, including the preparation of communications and materials related to Board meetings, (d) maintaining certain financial records and overseeing the annual audit process, (e) coordinating with regulators and preparing and filing certain regulatory reports, (f) assisting with the overall operations and management of the Trust and monitoring and oversight of its vendors and third party service providers, (g) overseeing fund expenses, preparing shareholder communications and coordinating mailings and (h) monitoring and overseeing the Fund’s governing documents. (c) The Manager, in the performance of its duties hereunder, shall discharge the foregoing responsibilities consistent with the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be amended or supplemented from time to time and comply with the provisions of the Advisers Act and all rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended, and all rules and regulations thereunder, all other applicable U.S. federal and state law, regulations and rulings, the Trust Agreement and subject, further, to such policies and instructions as the Trustee may from time to time establish. (d) The Manager is authorized on behalf of the Trust to perform all acts incidental to the provision of services hereunder, including without limitation, entering into agreements and executing and delivering all documents of or in connection with the investments of each Portfolio and in connection with the administration of the Trust. A. (e) The Manager’s services hereunder are not deemed exclusive and the Manager shall be free to render similar services to others. (f) Subject to Section 15 of this Agreement, the supervision of Manager shall, to the Trusteesfullest extent permitted by applicable law, and unless otherwise provided herein the Adviser shall be responsible for the day permitted to day business activities of the Trust and shall perform all services appropriate theretodelegate all, including: (i) providing for members or any such part as it deems appropriate, of its organization discretionary management and investment advisory authority and responsibility hereunder to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communicationsentities, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of affiliates. The Manager will continue to have responsibility for all management and shareholder advisory services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehiclesfurnished by any delegate. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser will perform (or arrange Manager shall be solely responsible for the ------------------- performance by its affiliates) business operation of the Sites and assumes responsibility for the management of all non-medical aspects of the Sites, except as otherwise specifically prohibited by law or limited by this Agreement, and administrative services shall provide the following services: i) Manager shall lease, acquire or otherwise procure one or more Sites in which P.C. shall conduct its practice. ii) Manager shall provide all reasonable and necessary medical equipment, furnishings and furniture required in the day-to-day operation of the Sites. MANAGER SUPPLIES THE EQUIPMENT AS IS. MANAGER IS NOT A MANUFACTURER OF, AND IS NOT ENGAGED IN THE SALE OR DISTRIBUTION OF, THE EQUIPMENT. MANAGER IS NOT AN AGENT OF THE MANUFACTURER OF THE SELLER OF THE EQUIPMENT. MANAGER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MERCHANTABILITY, FITNESS, DESIGN OR SUITABILITY FOR ANY PURPOSE OR ANY CONDITION OF, OR THE QUALITY OR CAPACITY OF, OR THE MATERIAL OR WORKMANSHIP, IN THE EQUIPMENT. iii) Manager shall employ all necessary clerical, secretarial and bookkeeping personnel reasonably necessary for the operation conduct of P.C.'s operations at the Sites. Manager shall determine and cause to be paid the salaries and fringe benefits of all such personnel. iv) Manager shall assist in negotiating employment agreements or contracts with therapists, nursing staff, technicians and other allied and ancillary health care personnel. All persons whose services are billed to Medicare, Medicaid or other third-party payors shall be employed by P.C.; except to the extent applicable law authorizes ▇▇▇▇▇▇▇▇ by P.C. for supervised services rendered by persons not employed by P.C. v) Manager shall administer P.C.'s payroll and personnel-related activities. vi) Manager shall supervise all of Manager's employees; provided, however, that P.C. shall supervise Professionals to the extent necessary to maintain P.C.'s responsibility for the medical aspects of the Trustpractice and to comply with requirements of applicable law. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser Manager shall, subject to review unless prohibited by the Trusteeslaw, furnish such other services order and procure all Medical Supplies (as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"hereinafter defined); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.,

Management Services. The Adviser will perform Manager will: (or arrange for the ------------------- performance by its affiliatesa) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust provide the following services under this Agreementto the Issuer without the Issuer's further direction: (i) determinations of cause the Trust's net assets and Notes executed by the net asset value per share of its shares ("pricing")Issuer to be delivered to the Indenture Trustee for authentication; (ii) maintenance cause definitive Notes to be prepared; (iii) cause to be kept a Note Register and appoint successor Note Registrars, if any; (iv) in connection with the original issuance of accountsthe Notes, books prepare all Issuer Requests and records Issuer Orders in connection with authentication and delivery of the Notes; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee; (v) appoint a Note Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Note Paying Agent, if required; cause the Note Paying Agent to execute and deliver instruments to the Indenture Trustee, if required; (vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the protection of the Trust Estate; (vii) supply Opinions of Counsel as to the Trust Estate; (viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default; (ix) prepare and deliver on behalf of the Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party; (x) affix the Indenture Trustee's name to each assignment of Mortgage and, except to the extent otherwise provided in the Master Servicing Agreement, record the Assignments of Mortgage and deliver the recorded Assignments to the Custodian; (xi) monitor the Issuer's obligations as to satisfaction and discharge of the Indenture and report to the Issuer any failure in the satisfaction of such obligations; (xii) give notice to the Noteholders of the resignation of the Indenture Trustee and the appointment of any successor Indenture Trustee; (xiii) furnish the Indenture Trustee with names and addresses of the Noteholders to the extent required; (xiv) prepare for execution by the Issuer and file all documents required to be filed on a periodic basis with the Securities and Exchange Commission and file such documents with the Indenture Trustee and deliver summaries of such documents to the Noteholders; monitor the Issuer's compliance with provisions of TIA Section 314(a); (xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of the Mortgage Loans; (xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture; (xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture; (xiii) record the Indenture, if required; (xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may be required pursuant to the Trust Agreement; (xx) cause to be calculated the original issue discount with regard to the Notes as requested from time to time; (xxi) cause to be prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.01 of the Trust Agreement; (xxii) deliver, on behalf of the Issuer, all documents and instruments with respect to each Mortgage Loan as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping")Master Servicing Agreement; and (iiixxiii) provision deliver, on behalf of custodian servicesthe Issuer, transfer agent services, dividend disbursement a notice of redemption to the Indenture Trustee and reinvestment services, shareholder services, or shareholder recordkeeping services.any other notice of exercise of rights to remove Mortgage Loans from the Indenture;

Management Services. The Adviser will undertakes to act as an investment adviser of each Fund and shall, subject to the supervision of the Trust's Board of Trustees (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 Adviser shall 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 affiliatesaffiliates of) the management and administrative services necessary for the operation of the Trust. A. Subject . The Adviser shall, subject to the supervision of the TrusteesBoard, and unless otherwise provided herein the Adviser shall be responsible perform various services for the day to day business activities of the Trust and shall perform all services appropriate theretoFunds, includingincluding but not limited to: (i) providing the Funds with office space, equipment and facilities (which may be their own) for members of its organization to serve without salaries as Trustees, officers, or agents of the Trustmaintaining their organization; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the TrustFunds, 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; (iviii) preparing all general shareholder communications, including shareholder reports; (viv) conducting shareholder relations; (viv) maintaining the Trust's existence and its records; (viivi) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's Funds' shares under federal and state law; and (viiivii) investigating the development of and developing and implementing, if appropriate, management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. . The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees Board may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees Board with respect to Fund Trust's policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the TrusteesBoard, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. (1) The Investment Adviser will perform (perform, or arrange for the ------------------- performance by its affiliates) affiliates to perform, the management and administrative services necessary for the operation of the Trust. A. Subject to Funds. The Investment Adviser will provide the supervision of the TrusteesFunds with office space, facilities, equipment and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: necessary personnel (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as which may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeepingits own) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shallInvestment Adviser, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time will determine to be necessary or useful to perform its obligations under this Agreement. Should The Investment Adviser, also on behalf of the Trust have occasion 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 call upon be necessary or desirable. (2) The Investment Adviser will, subject to the Adviser 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 not herein contemplated designed to enhance the value or through convenience of the Adviser 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 services printing and dissemination of otherssuch 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 act for authorize and permit any of its principals, officers and employees who may be elected or appointed as trustees or officers of the Trust upon request 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 best Board of Trustees of its ability, the compensation for its services to be agreed upon performance of obligations under this Agreement and furnish advice and recommendations with respect to each such occasion as it arises. C. The Adviser will not furnish other aspects of the business and affairs of the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records Funds as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping servicesTrust will determine to be desirable.

Management Services. The Adviser will perform (or arrange for the ------------------- performance by its affiliates) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision and direction of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities Board of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents Trustees of the Trust; (ii) furnishing at its expense such office space as may be necessary for , the suitable conduct of Adviser undertakes to perform the Trust's business (following services to the extent that no other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) party is obligated to perform them on behalf of the Funds Funds: (a) assisting in the preparation of materials for meetings of the TrustBoard of Trustees, supervising relations with(b) coordinating and preparation of proxy statements and annual and semi-annual reports to the Funds’ shareholders, 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; (ivc) preparing all general shareholder communications, including shareholder reports; (vd) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viiie) investigating the development of and developing and implementing, if appropriate, management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports; (f) assisting in the preparation of the Funds’ tax returns; (g) assisting in the development, evaluationspreparing and ongoing monitoring of the business continuity and crisis management programs for the Funds; (h) preparing and monitoring the Funds’ policies and procedures including valuation procedures, information or analyses to compliance procedures, affiliate procedures, risk management procedures and monitoring the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund investment policies, investment restrictions, and shall carry out such policies as are adopted by diversification requirements and taking all reasonable action in the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform performance of its obligations under this Agreement. Should .; (i) providing the Trust have occasion to call upon valuation and pricing of the Adviser for services not herein contemplated or through the Adviser to arrange Funds’ portfolios and reviewing and making recommendations for the services of others, the Adviser will act valuation procedures for the Trust upon request Funds; and (j) monitoring the performance of, custodians, depositories, transfer and Fund pricing agents, Fund accountants, administrators, underwriters, pricing services and other persons retained or employed in any capacity deemed to be necessary or desirable and taking all reasonable action in the best performance of its ability, the compensation for its services obligations under this Agreement to be agreed upon with respect assure that all necessary information is made available to each such occasion as it arises. C. The Adviser will not furnish the Trust the following of them. In performing all services under this Agreement: (i) determinations of , the Adviser shall act in conformity with applicable law, the Trust's net assets ’s Master Trust Agreement and By-Laws, and all amendments thereto, and the net asset value per share of its shares ("pricing"); (ii) maintenance of accountsinvestment objective, books investment policies and records other practices and policies set forth in the Trust’s Registration Statement, as required by Section 31(a) of the 1940 Act such Registration Statement and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement practices and reinvestment services, shareholder services, or shareholder recordkeeping servicespolicies may be amended from time to time.

Management Services. The Adviser Center hereby grants to Manager the right to supervise and direct the day-to-day management and operation of the Center, and Manager agrees to provide such services, upon the terms and conditions of this Agreement. Without limiting the generality of the foregoing, the Center grants to Manager the right, and Manager agrees, to perform the following services on behalf of the Center; (a) to manage the administrative and business operations of the Center as Manager determines to be customary and usual in the operation of comparable medical diagnostic imaging center rendering comparable services; (b) to hire, promote, discharge, and supervise the work of such medical, technical, business, administrative, and maintenance personnel as Manager shall deem necessary or advisable in the management of the Center pursuant to this AGREEMENT; (c) to hire, promote and discharge as shall be appropriate and reasonably required by the nature of the Center such physician and non-physician medical and technical personnel as Manager shall deem necessary or advisable in the operation of the Center; provided, however, that the Center shall maintain complete responsibility for supervising the actions of nursing personnel and medical technicians. Center agrees to save and hold Manager harmless for all acts or omissions of nursing personnel and medical technicians under the direction or supervision of a physician. Manager shall exercise reasonable care in the initial selection of such personnel and technicians; however, Center will not be obligated to accept the services of individuals deemed by the Center to be unqualified to perform technical or patient care services. (or arrange d) to adopt such reasonable rules, policies and procedures as may be appropriate for the ------------------- performance orderly operation of the Center and the delivery of administrative, clerical and other management services. Center hereby agrees to abide by its affiliatessuch rules, policies and procedures and to cooperate with Manager in causing all personnel to abide by same; (e) the management to procure medical and administrative services non-medical supplies and equipment which Manager and Center deem necessary for the operation of the TrustCenter from such suppliers and on such terms as Manager may determine; Center shall promptly notify Manager if any supplies or equipment are defective or otherwise unsatisfactory for their intended use. Manager expressly disclaims any warranties of merchantability or fitness for a particular use with respect to supplies and equipment provided. A. Subject (f) to the supervision of the Trusteesinstall and maintain systems for accounting, auditing, and unless otherwise provided herein the Adviser shall be responsible medical records maintenance; (g) as agent for the day Center, to day business activities of promptly deposit in banking institutions selected by Center, in a separate account, in the Trust Center's name and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of Center's benefit, all moneys received by Manager as revenues from the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) Center or otherwise for or on behalf of the Funds Center; (h) to fulfill the obligations of Center under any existing lease affecting medical or business equipment located in the Center, including payment of rental when due, and to secure insurance as required by any such lease AGREEMENT, but only to the extent of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting funds in the development Center. Any such lease shall be reviewed and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses acknowledged in writing by Manager prior to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under execution of this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement:AGREEMENT; (i) determinations to make or install, or cause to be made or installed, at the expense of Center, and in the name of the Trust's net assets Center, all mutually agreed alterations, replacements, additions and improvements in and to the net asset value per share of its shares ("pricing")office facilities excluding, however, extraordinary capital replacements, additions or repairs; (iij) maintenance of accounts, books to assist in the application for all licenses and records as permits required by Section 31(a) of the 1940 Act Center or Manager in connection with the management and operation of the rules thereunder ("bookkeeping"); andCenter; (iiik) provision to cause, at the request and expense of custodian servicesCenter, transfer such other acts and things to be done as shall be reasonable and necessary for the efficient and cost-effective operation of the Center. (l) to contract, on behalf of the Center, with a qualified radiologist for the performance of procedures, for the supervision of physician and non-physician technical staff and to perform the duties and responsibilities of a medical director. (m) to act as an agent servicesfor the Center in the conduct of all financial and legal affairs, dividend disbursement to include the engagement of legal, accounting and reinvestment servicesother professionals, shareholder servicesexecution of binding contracts and agreements, or shareholder recordkeeping servicesloan documents, pledging of center assets for purposes of loan and other financial arrangements as the Manager deems appropriate in the operation of the Center.

Management Services. (1) The Investment Adviser will perform (perform, or arrange for the ------------------- performance by its affiliates) affiliates to perform, the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the RXF. The Investment Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: will provide RXF with necessary personnel (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as which may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeepingits own) and all such other services as the Investment Adviser, subject to review by the Board, from time to time will determine to be necessary lightor useful to perform its obligations under this Agreement. The Investment Adviser, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the TrustRXF, supervising relations with, and monitoring the performance of, can conduct affairs with custodians, depositories, transfer and agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, insurers corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; . (iv2) The Investment Adviser will, subject to the supervision of the Board, perform various services for RXF, including but not limited to: (i) preparing all general shareholder communications, including shareholder reports; (vii) conducting shareholder relations; (viiii) maintaining the Trust's RXF’s existence and its records; (viiiv) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's RXF’s shares under federal and state law; and (viiiv) investigating the development of and developing and implementing, if appropriate, management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of RXF as an investment vehicle; (vi) overseeing the Funds determination and publication of the Trust RXF’s net asset value in accordance with RXF’s policy as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request adopted from time to time by the Board; (vii) overseeing the preparation and filing of RXF’s federal, state and local income tax returns and any other required tax returns; (viii) reviewing the appropriateness of and arranging for payment of RXF’s expenses; (ix) preparing (or as overseeing the Adviser may deem preparation) for review and approval by officers of RXF financial information for RXF’s semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be desirable. The Adviser shall make sent to RXF shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (x) preparing (or overseeing the preparation) for review of RXF’s periodic financial reports required to be filed with the SEC on Form N-SAR, N-CSR and such other reports, forms and filings, as may be mutually agreed upon; (xi) preparing reports relating to the business and affairs of RXF as may be mutually agreed upon and not otherwise appropriately prepared by RXF’s custodian, counsel or auditors; (xii) preparing (or overseeing the preparation of) such information and reports as may be required by any stock exchange or exchanges on which RXF’s shares are listed; (xiii) making or arranging for the preparation of such reports and recommendations to the Trustees Board concerning the performance of the independent accountants as the Board may reasonably request or deems appropriate; (xiv) making (or overseeing the preparation of) such reports and recommendations to the Board concerning the performance and fees of RXF’s custodian, transfer agent, administrator and dividend disbursing agent as the Board may reasonably request or deems appropriate; (xv) overseeing and reviewing calculations of fees paid to RXF’s service providers; (xvi) reviewing implementation of any share purchase programs authorized by the Board; (xvii) determining the amounts available for distribution as dividends and distributions to be paid by RXF to its shareholders; (xviii) preparing and arranging for the printing of dividend notices to shareholders; (xix) providing RXF’s dividend disbursing agent and custodian with respect such information as is required for such parties to Fund policieseffect the payment of dividends and distributions and to implement RXF’s dividend reinvestment plan; (xx) preparing such information and reports as may be required by any party from which RXF borrows; (xxi) providing such assistance to the custodian and RXF’s counsel and auditors as generally may be required to properly carry on the business and operations of RXF; and (xxii) assisting in the preparation and filing of Forms 3, 4, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject 5 pursuant to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations Section 16 of the Trust's net assets Securities Exchange Act of 1934 (the “1934 Act”), and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a30(f) of the 1940 Act for the officers and the rules thereunder ("bookkeeping"); anddirectors of RXF, such filings to be based on information provided by those persons. (iii3) provision The Investment Adviser will authorize and permit any of custodian servicesits principals, transfer agent servicesofficers and employees who may be elected or appointed as directors or officers of RXF 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, dividend disbursement and reinvestment services, shareholder servicesofficers, or shareholder recordkeeping servicesemployees. The Investment Adviser generally will monitor RXF’s compliance with investment policies and restrictions as set out in filings made by RXF under the federal securities laws. The Investment Adviser will make reports to the Board 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 RXF as RXF will determine to be desirable.

Management Services. The Adviser will perform Manager will: (or arrange for the ------------------- performance by its affiliatesa) the management and administrative services necessary for the operation of the Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents of the Trust; (ii) furnishing at its expense such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, 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; (iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Trust's existence and its records; (vii) during such times as shares are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust provide the following services under this Agreementto the Issuer without the Issuer's further direction: (i) determinations of cause the Trust's net assets and Bond executed by the net asset value per share of its shares ("pricing")Issuer to be delivered to the Indenture Trustee for authentication; (ii) maintenance cause a definitive Bond to be prepared; (iii) cause to be kept a Bond Register and appoint successor Bond Registrars, if any; (iv) in connection with the original issuance of accountsthe Bond, books prepare all Issuer Requests and records Issuer Orders in connection with authentication and delivery of the Bond; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee; (v) appoint a Bond Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Bond Paying Agent, if required; cause the Bond Paying Agent to execute and deliver instruments to the Indenture Trustee, if required; (vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the protection of the Trust Estate; (vii) supply Opinions of Counsel as to the Trust Estate; (viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default; (ix) prepare and deliver on behalf of the Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party; (x) record the Assignments of Mortgage and deliver the recorded Assignments to the Indenture Trustee; (xi) monitor the Issuer's obligations as to satisfaction and discharge of the Indenture and report to the Issuer any failure in the satisfaction of such obligations; (xii) give notice to the Bondholder of the resignation of the Indenture Trustee and the appointment of any successor Indenture Trustee; (xiii) furnish the Indenture Trustee with names and addresses of the Bondholder to the extent required; (xiv) prepare for execution by the Issuer and file all documents required to be filed on a periodic basis with the Securities and Exchange Commission and file such documents with the Indenture Trustee and deliver summaries of such documents to the Bondholder; monitor the Issuer's compliance with provisions of TIA Section 314(a); (xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of the Mortgage Loans; (xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture; (xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture; (xiii) record the Indenture, if required; (xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may be required pursuant to the Trust Agreement; (xx) cause to be calculated the original issue discount with regard to the Bond as requested from time to time; (xxi) cause to be prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.1 of the Trust Agreement; (xxii) deliver, on behalf of the Issuer, all documents and instruments with respect to each Mortgage Loan as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping")Master Servicing Agreement; and (iiixxiii) provision deliver, on behalf of custodian servicesthe Issuer, transfer agent services, dividend disbursement a notice of redemption to the Indenture Trustee and reinvestment services, shareholder services, or shareholder recordkeeping services.any other notice of exercise of rights to remove Mortgage Loans from the Indenture;

Management Services. The Adviser will perform (Manager shall provide or arrange for cause to be provided all services reasonably required to administer the ------------------- performance by its affiliates) the management and administrative services necessary for the operation affairs of the Trust. A. Subject Condominium and its operations with respect to the supervision Units and the Common Elements at all times in a manner consistent with the provisions of the Trustees, Condominium Instruments and unless otherwise provided herein ▇▇▇▇-▇▇▇▇▇▇▇ Standards and subject to the Adviser terms and conditions set forth in this Agreement and Applicable Laws. Nothing contained in the first sentence of Section 4.4.1 shall be responsible for in any way limit Manager’s obligations to make appropriate personnel available to provide all Management Services reasonably required to administer the day to day business activities affairs of the Trust Condominium and shall perform its operations with respect to the Units and the Common Elements at all services appropriate thereto, including: (i) providing for members of its organization to serve without salaries as Trustees, officers, or agents times in a manner consistent with the provisions of the TrustCondominium Instruments and subject to the terms and conditions set forth in this Agreement; (ii) furnishing at its expense provided, however, that Manager is authorized, subject to this Agreement, to retain and employ such office space as may be necessary for the suitable conduct of the Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Funds of the Trust, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agentsattorneys, accountants, attorneysconsultants, underwriters, brokers and dealers, insurers third-party vendors and other persons in any capacity deemed to be professionals and experts whose services Manager deems reasonably necessary or desirable; (iv) preparing all general shareholder communicationsappropriate to effectively perform the Management Services, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining and Manager shall employ the Trust's existence and its records; (vii) during same on such times basis as shares are publicly offeredit deems most beneficial to the Condominium consistent with the Budget or as otherwise permitted by this Agreement. Manager is hereby authorized to perform, maintaining the registration and qualification or to engage third party vendors, experts or consultants to perform, each of the Trust's shares under federal and state law; and (viii) investigating the development of management and shareholder services (and, if appropriate, assisting set forth in the development and implementation of such services) designed to enhance the value or convenience of the Funds of the Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Trustees with respect to Fund policiesthis Section 4, and shall carry out such policies as are adopted by have all the Trustees. The Adviser shallpowers that the Condominium has pursuant to the Condominium Instruments, subject to review by any limitations contained in the TrusteesCondominium Instruments or the Condominium Act, furnish such other services as to the Adviser shall from time to time determine to be extent reasonably necessary or useful appropriate to perform its duties and obligations under this Agreement. Should In performing its duties under this Agreement (excluding the Trust have occasion performance of Additional Services to call upon the Adviser for services not herein contemplated or through the Adviser be paid by Unit Owners) Manager shall be deemed to arrange be acting on and for the services account of othersthe Condominium. Except as otherwise expressly provided, Manager shall perform the Management Services for the Condominium in return for payment of the Management Fee as provided for in Section 6.1 of this Agreement. In addition to payment of the Management Fee, the Adviser will act for Condominium shall also be responsible to pay all costs and expenses reasonably incurred by Manager or any third party engaged by Manager pursuant to this Agreement in the Trust upon request to performance of the best of its abilityManagement Services (including without limitation, the compensation for its cost and expense of all personnel employed by Manager to carry out the services to be agreed upon performed hereunder, the cost of third party vendors, experts and consultants engaged by Manager to provide the services to be performed, postage, delivery charges, photocopy charges, facsimile charges, and similar costs and expenses), all such costs and expenses to be consistent with respect the Budget (subject to each such occasion permitted variances as it arises. C. set forth in Section 4.1.1(a)). The Adviser will not furnish Management Fee and the Trust costs and expenses reasonably incurred by Manager in the following services under performance of the Management Services shall be deemed Common Expenses of the Condominium, provided the same are incurred by Manager consistent with the Budget (subject to permitted variances as set forth in Section 4.1.1(a)) or as otherwise permitted by this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.