Common use of The Advisers Services Clause in Contracts

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Fundseach Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds each Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fundseach Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Fundseach Fund, what securities shall be held or sold by the Funds each Fund and what portion of the Funds' each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust's ’s Agreement and Declaration of Trust (“Declaration of Trust”), By-Laws as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the "“Registration Statement"”) under the 1940 Act, and under the Securities Act of 1933, as amended (the "“1933 Act"”), covering Fund shares, as filed with the Securities and Exchange Commission (the "“Commission"”), and to with the investment objectives, policies and restrictions of the Fundseach Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for the Funds each Fund in the same manner and with the same force and effect as the Funds themselves each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's ’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's ’s assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Fundseach Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Fundsa Fund, what securities shall be held or sold by the Funds a Fund and what portion of the Funds' a Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves a Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each a Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities or other investments shall be purchased for the FundsFund, what securities or other instruments shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration StatementREGISTRATION STATEMENT") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 ActACT"), covering Fund shares, as filed with the Securities and Exchange Commission (the "CommissionCOMMISSION"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities investment instruments shall be purchased for the Funds, what securities investment instruments shall be held or sold by the Funds and what portion of the Funds' each Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Fundseach Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds each Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a each Fund's assets or to otherwise exercise its right to control the overall management of a each Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund. The Adviser may delegate certain of its duties under this Agreement with respect to a Fund to a Sub-Adviser or Sub-Advisers by entering into Sub-Advisory Agreements with one or more Sub-Advisers and, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the SEC, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund, as provided to the Adviser in writing. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effecteffect and provided to the Adviser in writing. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactionstransactions in securities, commodity interests, and other investment instruments; as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities investment instruments shall be purchased for the FundsFund, what securities investment instruments shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Fundseach Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds each Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fundseach Fund, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Fundseach Fund, what securities shall be held or sold by the Funds each Fund and what portion of the Funds' each Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust's ’s Agreement and Declaration of Trust, By-Laws as amended and supplemented (the “Declaration of Trust”), Bylaws and its registration statement on Form N-1A (the "“Registration Statement"”) under the 1940 Act, and under the Securities Act of 1933, as amended (the "“1933 Act"”), covering Fund shares, as filed with the Securities and Exchange Commission (the "“Commission"”), and to with the investment objectives, policies and restrictions of the Fundseach Fund, as each of the same shall be from time to time in effect. To carry out such obligations, and to the extent not prohibited by any of the foregoing, the Adviser shall exercise full discretion and act for the Funds each Fund in the same manner and with the same force and effect as the Funds themselves each Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's ’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's ’s assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives objective(s)s and policies of each the Fund, as provided to the Adviser in writing. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectivesobjective(s)s, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effecteffect and as provided to the Adviser in writing. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of the Fund. The Fund acknowledges that in rendering investment advisory services to the Fund, the Adviser may, to the extent permitted by applicable law, use the portfolio management, research, and other resources of Xxxxxxx Investment Company Limited ("Xxxxxxx U.K."), a Fundforeign (non-U.S.) affiliate of the Adviser that is not registered under the Advisers Act, but which is a "participating affiliate" of the Adviser and subject to the regulatory supervision of the Adviser. For the avoidance of doubt, the Adviser's use of the portfolio management, research, and other resources of Xxxxxxx U.K. shall not relieve the Adviser of any of its obligations under this Agreement.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of the Fund. The Adviser may delegate certain of its duties under this Agreement with respect to a Fund to one or more sub-advisers (each, a "Sub-Adviser" and collectively, the "Sub-Advisers") by entering into a sub-advisory agreement with one or more Sub-Advisers (each, a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory Agreements") and, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the Commission, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund. Without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund's behalf to the applicable International Swaps and Derivatives Association ("ISDA") over-the-counter ("OTC") derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs).

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board of Trustees of the Trust (the "Board"), regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise have full investment discretion and act for on behalf of the Funds in the same manner and with the same force and effect as the Funds themselves might or could do Fund with respect to purchases, sales or other transactions, including by taking such steps as may be necessary to implement such advice and recommendations (e.g., placing orders).as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise investment policies in connection with governing the management of a the Fund's assets or assets. The investment policies and investment actions of the Fund are, and shall at all times be, subject to otherwise exercise its right to the control and direction of the overall management of a FundBoard.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives objective(s) and policies of each the Fund, as provided to the Adviser in writing. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectivesobjective(s), policies and restrictions of the FundsFund, as each of the same shall be from time to time in effecteffect and as provided to the Adviser in writing. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A N-IA (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full FULL discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities investment instruments shall be purchased for the Funds, what securities investment instruments shall be held or sold by the Funds and what portion of the Funds' each Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A NI A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to TO the investment objectives, policies and restrictions of the Fundseach Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds each Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a each Fund's assets or to otherwise exercise its right to control the overall management of a each Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A N-2 (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund and with the goal (the "Fund Goal") that the Fund's performance results, before fees and expenses, will approximate the performance of the Citi Market Pilot [20xx] Total Return Index (the "Index"), a new, proprietary index sponsored and maintained by Citigroup Global Markets Limited (the "Index Sponsor"), or such other benchmark as may be agreed by the Board and the Adviser. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies policies, and restrictions of the FundsFund and the Fund Goal, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of the Fund, provided that, (x) no change in the Fund's policies shall be effective until the Adviser has been advised on such change and has had a Fundreasonable time to act upon it and (y) until the termination of this Agreement, the Board shall not, without the prior written consent of the Adviser, (i) make any change in the Fund Goal or (ii) exercise any right to control the overall management of the Fund in a manner that could reasonably be expected to be inconsistent with this Agreement, to increase the Adviser's obligations hereunder or to have an adverse effect on the Adviser's ability to perform its services hereunder. The Adviser shall in no event be obligated to provide any services to the Fund to the extent that such services, in the sole discretion of the Adviser, may not comply with, or could cause the Adviser or any of its affiliates to violate, any law, regulation, order or decree applicable to any of them.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund, as provided to the Adviser in writing. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws ByLaws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effecteffect and provided to the Adviser in writing. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactionstransactions in securities, commodity interests, and other investment instruments; as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A NIA (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' ’ assets shall be held uninvested in cash, subject always to the provisions of the Trust's ’s Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A N-lA (the "“Registration Statement"”) under the 1940 Act, and under the Securities Act of 1933, as amended (the "“1933 Act"”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "“Commission"”), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's ’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's ’s assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' ’ assets shall be held uninvested in cash, subject always to the provisions of the Trust's ’s Agreement and Declaration of Trust, Amended and Restated By-Laws and its registration statement on Form N-1A N- 1A (the "“Registration Statement"”) under the 1940 Act, and under the Securities Act of 1933, as amended (the "“1933 Act"”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the "“Commission"”), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's ’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's ’s assets or to otherwise exercise its right to control the overall management of a Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fundthe Funds. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's the Funds' investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's the Funds' assets or to otherwise exercise its right to control the overall management of a Fundthe Funds.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESDiscretionary Investment Management Services. The Adviser shall act as a fixed income investment adviser with respect to all of the Fundssecurities and other assets of the Fund entrusted to it hereunder (the "Assets"). In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with Fund investment research, advice and supervision and shall furnish continuously an a fixed income investment program for the FundsAssets, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what fixed income securities shall be purchased for the Fundspurchased, what securities shall be held or sold by the Funds and what portion of the Funds' assets Assets shall be held uninvested in cash, subject always to the provisions of the TrustFund's Agreement Articles of Incorporation, Amended and Declaration of Trust, Restated By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund as notified in writing to the Adviser from time to time and to any written instructions and directions approved by the Board and provided to the Adviser, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the The Board, in its sole discretion, to may establish or revise policies in connection with the management of a Fund's assets the Fund and the Assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities or other investments shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration StatementREGISTRATION STATEMENT") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 ActACT"), covering Fund shares, as filed with the Securities and Exchange Commission (the "CommissionCOMMISSION"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities or other investments (collectively, "securities") shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of the Fund. The Adviser may delegate certain of its duties under this Agreement with respect to a Fund to one or more sub-advisers (each, a "Sub-Adviser" and collectively, the "Sub-Advisers") by entering into a sub-advisory agreement with one or more Sub-Advisers (each, a "Sub-Advisory Agreement" and collectively, the "Sub-Advisory Agreements") and, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the Commission, or by rule or regulation, the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of the Board and the approval of the shareholders of the affected Fund. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate. In providing services under this Agreement, the Adviser is hereby authorized to avail itself and use the resources and personnel of its affiliates, to the extent permitted by applicable law; provided, however, that the use of such resources and personnel of its affiliates does not relieve the Adviser from any obligation under this Agreement.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, including but not limited to entering into cash management sweep arrangements on behalf of each Fund, choosing banks, brokers, futures commission merchants and other counterparties, executing agreements and other documents as the Fund's agent, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement Without limiting the generality of the foregoing, the Adviser has the authority to adhere on the Fund's behalf to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, applicable International Swaps and Derivatives Association ("ISDA") over-the-counter ("OTC") derivatives transaction protocols and enter into client agency agreements or other documents that may be required to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fundeffect OTC derivatives transaction through swap execution facilities (i.e. SEFs).

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities investment instruments shall be purchased for the FundsFund, what securities investment instruments shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, . to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICESNon-Discretionary Investment Management Services. The Adviser shall act as a non-discretionary investment adviser with respect to all of the Fundssecurities and other assets of the Fund entrusted to it hereunder (the "Assets"). In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with Fund investment research, advice and supervision and shall furnish continuously recommendations for an investment program for the FundsAssets, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determinerecommend to the Board, from time to time, what securities shall be purchased for the Fundspurchased, what securities shall be held or sold by the Funds and what portion of the Funds' assets Assets shall be held uninvested in cash, subject always to the provisions of the TrustFund's Agreement Articles of Incorporation, Amended and Declaration of Trust, Restated By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligationsThe Board shall be responsible for making all investment decisions with respect to the Fund, including the Assets, and may elect not to follow advice provided by the Adviser. The Adviser will not take any action with respect to the Assets except upon the Board's instructions and authorization. Once instructions and authorization have been provided, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the The Board, in its sole discretion, to may establish or revise policies in connection with the management of a Fund's assets the Fund and the Assets or to otherwise exercise its right to control the overall management of a the Fund.

The Advisers Services. (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the FundsFund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds Fund with investment research, advice and supervision and shall furnish continuously an investment program for the FundsFund, consistent with the respective investment objectives and policies of each the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the FundsFund, what securities shall be held or sold by the Funds Fund and what portion of the Funds' Fund's assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of TrustTrust dated 4 December 2013, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the FundsFund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds Fund in the same manner and with the same force and effect as the Funds themselves Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each the Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a the Fund's assets or to otherwise exercise its right to control the overall management of a the Fund.