Common use of Administrative Duties Clause in Contracts

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series and each Class thereof, as applicable, Schroder shall: (i) oversee (A) the preparation and maintenance by the Adviser and the Trust's subadministrator, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant in such form, for such periods and in such locations as may be required by applicable law, of all documents and records relating to the operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee the preparation and the printing of the periodic updating of the Registration Statement and Prospectus, tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and (xii) advise the Trust and its Board on matters concerning the Trust and its affairs. Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust which are in possession of Schroder, or an entity subcontracted by Schroder, shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control On behalf of the Board Trust and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agentFund, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series and each Class thereof, as applicable, Schroder shall:FAdS will (i) oversee (A) the preparation and maintenance by the Adviser and at the Trust's subadministratorexpense, custodianprovide the Trust with, transfer agentor arrange for the provision of, shareholder recordkeeperthe services of persons competent to perform such legal, dividend disbursing agent administrative and fund accountant clerical functions not otherwise described in such form, for such periods and in such locations this Section 3(a) as may be required by applicable law, of all documents and records relating are necessary to the provide effective operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee assist in the preparation and the printing of and the periodic updating of the Registration Statement Trust's registration statement, Prospectuses and ProspectusSAIs, the Trust's tax returns, and reports to its shareholders, the Securities and Exchange Commission (the "SEC") SEC and state and other securities commissionsadministrators; (iviii) oversee assist in the preparation of proxy and information statements and any other communications to shareholders; (viv) at assist the request Advisers in monitoring Fund holdings for compliance with Prospectus and SAI investment restrictions and assist in preparation of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trustperiodic compliance reports; (viv) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of counsel to the Trust's counsel, Advisers, the Adviser, officers of the Trust and other relevant parties, be responsible for preparation and dissemination of materials for meetings of the Board; (ixvi) be responsible for preparing, filing and maintaining the Trust's governing documents, including the Trust Instrument, Bylaws and minutes of meetings of Trustees, Board committees and shareholders; (vii) be responsible for maintaining the Trust's existence and good standing under state law; (viii) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state and other securities commissions; (xix) oversee be responsible for the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes;; and (xix) oversee be responsible for the determination of the amount of, of and supervise the declaration of, of dividends and oilier other distributions to shareholders as necessary to, among other things, maintain the qualification of each Series Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and. (xiib) advise Any of the Trust and its Board on matters concerning the Trust and its affairs. Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records legal services identified in such form for such periods and in such locations as Appendix B hereto may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant by personnel of the Legal Department of FAdS or its affiliates, subject to satisfaction of the conditions contained in Section 7(c) and to the consents and waivers by the Trust and FAdS of any general conflict of interest existing as a result of the provision of those services. FAdS shall not charge the Trust for providing the legal services identified in Appendix B, except for those matters designated as Special Legal Services, as to which FAdS may charge and, subject to review and approval by the Chairman of the Audit Committee or counsel to the Trust, the Trust shall pay, an additional amount as reimbursement of the cost to FAdS of providing the Special Legal Services. Nothing in this Agreement shall require FAdS to provide any of the services listed in Appendix B, and each of those services may be performed by an outside vendor if appropriate in the judgment of FAdS or the Trust; and be it further (c) FAdS shall maintain records relating to its services, such as journals, ledger accounts and other records, as are required to be maintained pursuant to under the 1940 Act and Rule 31a-1 under the Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts books and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, FAdS shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts books and records at all times during Schroder's, or its subcontractor's, FAdS's normal business hours. Upon the reasonable request of the Trust, copies of any such accounts books and records shall be provided promptly by Schroder FAdS to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. In connection with its duties under this Agreement, the Development Manager shall, during the Term, carry out all necessary or desirable administrative duties and shall, without limitation: (a) Subject to the direction keep proper and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary separate records for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board.Project; (b) With respect provide adequate staff throughout the work to carry out its duties hereunder; (c) report to and meet with the Owner on a regular basis not less than monthly in such detail as the Owner may reasonably require in connection with the performance of the Development Manager’s duties hereunder; (d) establish, implement and maintain Project Costs control and accounting procedures to cover all phases of the Project, including all bookkeeping; (e) review all Contracts into which the Owner will enter into during the Term related to the TrustProject and provide recommendations to the Owner with respect thereto, each Series which recommendation shall be deemed given by the Development Manager if the Development Manager initials a signature box in such agreement prior to signature by the Owner; (f) provide to the Owner’s Representatives the details of the formally scheduled meetings with the Owner, Contractor and each Class thereofthe Project Architect, commonly known as applicableOAC meetings. The Owner’s Representatives retain the right to attend all such meetings; (g) to promptly provide Owner’s Representatives with details of any significant meeting with the City or other governmental authorities or their representatives (not to include standard walkthroughs or inspections conducted during the ordinary course of ongoing construction activity); (h) to provide to the Owner the following financial, Schroder shall:reporting and banking services (collectively the “Financial Services”): (i) oversee establish and maintain bank accounts (the “Bank Accounts”) for the Project as required and as directed by the Owner which Bank Accounts shall be for or on account of the Owner and shall be administered by the Development Manager in trust for the Owner; (ii) manage the Draw Requests for the Project including but not limited to: (A) coordinate and send copies of all Draw Requests to the preparation Owner which shall include the information required under Section 3.19 of this Agreement and maintenance the terms and provisions of the documents evidencing, securing and/or guaranteeing any Construction Financing (the “Loan Documents”); (B) promptly respond to any queries on the Draw Requests from the Owner or a lender (“Lender”) providing the Construction Financing; (C) coordinate mechanic’s or materialmen’s lien (“XX Xxxx”) searches and to advise the Owner of any recorded MM Liens prior to release of any payment of the Draw Requests; (D) in the event of any MM Liens recorded against the Project, use reasonable efforts to obtain the release of such XX Xxxx and not release any payment of the Draw Requests until such release has been approved by the Adviser Owner; (E) ensure that all payment of Draw Requests are in accordance with the obligations of the Owner under the Project Construction Contract and the Trust's subadministratorLoan Documents; (F) prepare and process draws for any Lender providing any Construction Financing for the Project and provide such reports, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent studies and fund accountant in such form, for such periods and in such locations other information as may be required by applicable law, of all documents such Lender; (G) review and/or prepare any payments due under any agreements binding on the Project Site or Owner and records relating make recommendations to the operation Owner concerning payment including review of back-up information, lien waivers, sworn statements and invoices; (H) withdraw and disburse funds from the Trust Bank Accounts to pay all contractors, suppliers and other third parties authorized by the Owner for amounts set out in the Draw Requests approved by the Owner by way of checks, wire transfers or other banking instruments, all of which shall be required to be prepared or maintained signed by the Trust or its agents pursuant to applicable law; two (B2) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation authorized signatories of the net asset value Development Manager, except if such checks, wire transfers or other banking instruments are for amounts less than $10,000, then such checks, wire transfers or other banking instruments shall be required to be signed by at least one (1) authorized signatory of the sharesDevelopment Manager together with the authorization of the controller or CFO of the Development Manager to release any such funds; (iiI) oversee if Development Manager does not have sufficient funds to pay a Draw Request, to notify Owner of such non‑payment of a Draw Request and to not release payment of such Draw Request until otherwise directed by the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or ClassOwner; (iii) oversee manage the preparation audit of annual financial statements for the Project, including but not limited to the coordination of auditors and the printing compilation of all bank statements and supporting documentation and materials required for such audit so as to commence and complete the periodic updating of the Registration Statement and Prospectus, tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissionsaudited financial statements; (iv) oversee assemble and distribute a monthly reporting binder (“Reporting Binder”) with the preparation of proxy and information statements and any other communications material related to shareholdersor arising from the Project for the Owner’s review prior to the monthly Owner meetings; (v) at by no later than the request fifteenth (15th) day following the end of the Boardeach month, provide the Trust with adequate general office space assemble and facilities and provide persons suitable distribute to the Board Owner, financial documents (“Financial Documents”) for the month immediately preceding the month that the Financial Documents are distributed that shall include: (A) bank reconciliations listing all checks and disbursements and a list of all outstanding checks and disbursements; (B) copies of bank statements; (C) monthly financial statements (including a trial balance) and accounts receivable aging report (if applicable); (D) any other statements, reports or documents as reasonably required by the Owner from time to serve as officers of the Trust;time; and (vi) provide manage property tax assessments including but not limited to reviewing and paying all property taxes, levies and local improvement charges (collectively the Trust“Property Taxes”) assessed by the City, at County, or State for the Trust's requestProject Site and, where appropriate and with authorization from the services of persons who are competent Owner, take steps to perform such supervisory contest or administrative functions as are necessary for effective operation of appeal the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholdersProperty Taxes; and (xiii) advise the Trust and its Board on matters concerning the Trust and its affairs. Schroder shall oversee coordinate the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations execution of all the Owner’s resolutions as may be required directed by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust which are in possession of Schroder, or an entity subcontracted by Schroder, shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this AgreementOwner.

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series Fund except those services that are the responsibility of the Adviser or the Series' Trust's custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series Fund and each Class any class thereof, as applicable, Schroder shall: (i) oversee oversee: (A) the preparation and maintenance by the Adviser and the Trust's subadministrator, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent, shareholder servicing agent and fund accountant in such form, . for such periods and in such locations as may be required by applicable law, . of all documents and records relating to the operation of the Trust or a Fund required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent, shareholder servicing agent and fund accountant; (C) the transmission of purchase and redemption orders for Sharesshares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administratorsubadministrator, custodian, . transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series Fund or Class; (iii) oversee the preparation and the printing of the periodic updating of the Registration Statement and Prospectus, . tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust Instrument and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the BoardBoard meetings; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration payment of, dividends and oilier other distributions to shareholders as necessary to, among other things, maintain the qualification of each Series Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and (xii) advise the Trust and its Board on matters concerning the affairs of the Trust and its affairs. or a Fund. (c) Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, SEC the Internal Revenue Service and any other national, . state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust which Trust that are in possession of Schroder, Schroder or an entity subcontracted Subcontracted by Schroder, shall be the property of the Trust. The Trust, Trust or the Trust's authorized representatives, . shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, 's normal business hours. Upon the reasonable request of the Trust, . copies of any any' such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, . records and other data established or maintained by SchroderSchroder , or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series and each Class thereof, as applicable, Schroder shall: (i) oversee (A) oversee A. the preparation and maintenance by the Adviser and the Trust's subadministrator, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant in such form, for such periods and in such locations as may be required by applicable law, of all documents and records relating to the operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) ; B. the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) ; C. the transmission of purchase and redemption orders for Shares; (D) ; D. the notification to the Adviser of available funds for investment; and (E) and E. the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee the preparation and the printing of the periodic updating of the Registration Statement and Prospectus, tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust Instrument and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and (xii) advise the Trust and its Board on matters concerning the Trust and its affairs. . c) Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the AdviserAdministrator, Schroder the Sub-Administrator shall provide, or oversee, as applicable, administrative services necessary for manage certain aspects of operations of the Trust's operations with respect to each Series , and any existing or future series thereof, except those services that functions which are the responsibility of the Adviser Adviser, the Administrator, Custodian, Transfer Agent, Dividend Disbursing Agent, or the Series' custodian or transfer agentFund Accountant, all in such manner and to such extent as may be authorized by the Board.Board or the Administrator; (b) With respect to the Trust, each Series Trust and each Class series thereof, as applicable, Schroder the Sub-Administrator shall: (i) oversee (A) the preparation and maintenance by the Adviser and the Trust's subadministratorCustodian, custodianTransfer Agent, transfer agentDividend Disbursing Agent and Fund Accountant (or if appropriate, shareholder recordkeeper, dividend disbursing agent prepare and fund accountant maintain) in such form, for such periods and in such locations as may be required by applicable law, of all documents and records relating to the operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodianCustodian, transfer agentTransfer Agent, shareholder recordkeeper, dividend disbursing agent Dividend Disbursing Agent and fund accountantFund Accountant; (C) the transmission of purchase and redemption orders for SharesInterests; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the sharesInterests; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administratorCustodian, custodianTransfer Agent, transfer agent Dividend Disbursing Agent, and dividend disbursing agent Fund Accountant, as well as legal, auditing and shareholder servicing and other services performed for each existing or future Series or Classof the Trust; (iii) oversee be responsible for the preparation and the printing of the periodic updating of the Registration Statement and Prospectus, tax returns, and reports to shareholdersInterestholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee be responsible for the preparation of proxy and information statements and any other communications to shareholdersInterestholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparationprepare, filing file and maintenance of maintain the Trust's governing documents, including the Agreement and Declaration of Trust Instrument and minutes of meetings of Trustees and shareholdersInterestholders; (viii) oversee with the cooperation of the Trust's counsel, the Administrator, the Adviser, and other relevant parties, preparation prepare and dissemination of disseminate materials for meetings of the BoardBoard of Trustees; (ix) monitor sales of shares Interests and ensure that such shares Interests are properly and duly registered with the SEC Securities and Exchange Commission and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier other distributions to shareholders Interestholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholdersInterestholders; and (xii) advise the Trust and its Board of Trustees on matters concerning the Trust and its affairs. Schroder . (c) FAS shall oversee the preparation prepare and maintenance, maintain or cause to be prepared and maintained, maintained records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SECSecurities and Exchange Commission, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, the Sub-Administrator shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, the Sub-Administrator's normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder the Sub-Administrator to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroderthe Sub-Administrator's obligations under this agreementhereunder, Schroder the Sub-Administrator shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, the Sub-Administrator under this Agreement.

Administrative Duties. (a) Subject to the direction and control On behalf of the Board Trust and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agentFund, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series and each Class thereof, as applicable, Schroder shall:FAS will (i) oversee (A) the preparation and maintenance by the Adviser and at the Trust's subadministratorexpense, custodianprovide the Trust with, transfer agentor arrange for the provision of, shareholder recordkeeperthe services of persons competent to perform such legal, dividend disbursing agent administrative and fund accountant clerical functions not otherwise described in such form, for such periods and in such locations this Section 3(a) as may be required by applicable law, of all documents and records relating are necessary to the provide effective operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee assist in the preparation and the printing of and the periodic updating of the Registration Statement Trust's registration statement, Prospectuses and ProspectusSAIs, the Trust's tax returns, and reports to its shareholders, the Securities and Exchange Commission (the "SEC") SEC and state and other securities commissionsadministrators; (iviii) oversee assist in the preparation of proxy and information statements and any other communications to shareholders; (viv) at assist the request Advisers in monitoring Fund holdings for compliance with Prospectus and SAI investment restrictions and assist in preparation of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trustperiodic compliance reports; (viv) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, Advisers, the Adviser, officers of the Trust and other relevant parties, be responsible for preparation and dissemination of materials for meetings of the Board; (ixvi) be responsible for preparing, filing and maintaining the Trust's governing documents, including the Trust Instrument, Bylaws and minutes of meetings of Trustees, Board committees and shareholders; (vii) be responsible for maintaining the Trust's existence and good standing under state law; (viii) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state and other securities commissions; (xix) oversee be responsible for the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes;; and (xix) oversee be responsible for the determination of the amount of, of and supervise the declaration of, of dividends and oilier other distributions to shareholders as necessary to, among other things, maintain the qualification of each Series Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and. (xiib) advise FAS shall provide such other services and assistance relating to the affairs of the Trust and its Board on matters concerning as the Trust and its affairs. Schroder Trust, the Manager or the Adviser may, from time to time, reasonably request. (c) FAS shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and maintain records relating to the services provided to the Trust pursuant to this Agreement its services, such as journals, ledger accounts and other records, as are required to be maintained pursuant to under the 1940 Act and Rule 31a-1 under the Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts books and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, FAS shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts books and records at all times during Schroder's, or its subcontractor's, FAS's normal business hours. Upon the reasonable request of the Trust, copies of any such accounts books and records shall be provided promptly by Schroder FAS to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control of the Board of Trustees of the Trust (the "Board"), SBDS shall perform such administrative and in cooperation with management services as may from time to time be reasonably requested by the AdviserTrust, Schroder which shall provideinclude without limitation: (a) providing office space, or oversee, as applicable, administrative services equipment and clerical personnel necessary for performing the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner administrative and to such extent as may be authorized by the Board. management functions herein set forth; (b) With respect to arranging, if desired by the Trust, each Series and each Class thereoffor directors, officers or employees of SBDS to serve as applicableTrustees, Schroder shall: (i) oversee (A) the preparation and maintenance by the Adviser and the Trust's subadministrator, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant in such form, for such periods and in such locations as may be required by applicable law, of all documents and records relating to the operation officers or agents of the Trust required if duly elected or appointed to be prepared or maintained such positions and subject to their individual consent and to any limitations imposed by the Trust or its agents pursuant to applicable law; (Bc) supervising the reconciliation overall administration of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation updating of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by otherscorporate organizational documents, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee the preparation and the printing negotiation of contracts and fees with and the periodic updating monitoring and coordinating of the Registration Statement performance and Prospectus, tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance xxxxxxxx of the Trust's governing documentstransfer agent, custodian, shareholder servicing agents and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Trust with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N-1A, prospectuses and statements of additional information, or similar forms, and semi-annual and annual reports to the Agreement Trust's shareholders and Declaration reviewing (including coordinating the preparing of, but not preparing) tax returns; (e) preparation of Trust agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and preparation of notices, proxy statements and minutes of meetings of one or more Funds' shareholders; ; (viiif) oversee arranging for maintenance of books and records of the Trust; (g) maintaining telephone coverage to respond to shareholder inquiries regarding matters to which this Agreement pertains to which the transfer agent is unable to respond; (h) providing monitoring reports and assistance regarding the Funds' compliance with securities and tax laws; (i) arranging for dissemination of yield and other performance information to newspapers and tracking services; (j) arranging for and preparing annual renewals for fidelity bond and errors and omissions insurance coverage; and (k) developing a budget for the cooperation Trust, establishing the rate of expense accruals and arranging for the payment of all fixed and management expenses. Notwithstanding the foregoing, SBDS shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Trust's counsel, assets or the Adviser, rendering of investment advice and other relevant parties, preparation and dissemination supervision with respect thereto or the distribution of materials for meetings shares of beneficial interest ("Shares") of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered Funds, nor shall SBDS be deemed to have assumed or have any responsibility with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination respect to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and (xii) advise the Trust and its Board on matters concerning the Trust and its affairs. Schroder shall oversee the preparation and maintenance, functions specifically assumed by any transfer agent or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust which are in possession of Schroder, or an entity subcontracted by Schroder, shall be the property custodian of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the Trust, each Series and each Class thereof, as applicable, Schroder shall: (i) oversee (A) the preparation and maintenance by the Adviser and the Trust's subadministrator, custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant in such form, for such periods and in such locations as may be required by applicable law, of all documents and records relating to the operation of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) the reconciliation of account information and balances among the Adviser and the Trust's custodian, transfer agent, shareholder recordkeeper, dividend disbursing agent and fund accountant; (C) the transmission of purchase and redemption orders for Shares; (D) the notification to the Adviser of available funds for investment; and (E) the performance of fund accounting, including the calculation of the net asset value of the shares; (ii) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodian, transfer agent and dividend disbursing agent as well as legal, auditing and shareholder servicing and other services performed for each Series or Class; (iii) oversee the preparation and the printing of the periodic updating of the Registration Statement and Prospectus, tax returns, and reports to shareholders, the Securities and Exchange Commission (the "SEC") and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust Instrument and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholders; and (xii) advise the Trust and its Board on matters concerning the Trust and its affairs. . (c) Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and records relating to the services provided to the Trust pursuant to this Agreement required to be maintained pursuant to the 1940 Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts and records at all times during Schroder's, or its subcontractor's, normal business hours. Upon the reasonable request of the Trust, copies of any such accounts and records shall be provided promptly by Schroder to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.

Administrative Duties. (a) Subject to the direction and control of the Board and in cooperation with the Adviser, Schroder shall provide, or oversee, as applicable, administrative services necessary for the Trust's operations with respect to each Series except those services that are the responsibility of the Adviser or the Series' custodian or transfer agent, all in such manner and to such extent as may be authorized by the Board. (b) With respect to the TrustFunds, each Series and each Class thereof, as applicable, Schroder shallForum will arrange to: (ia) oversee (A) provide the preparation and maintenance by the Adviser and Trust, at the Trust's subadministratorexpense, custodianwith the maintenance of certain books and records, transfer agentsuch as journals, shareholder recordkeeperledger accounts and other records described in Rule 31a-1 under the Act, dividend disbursing agent the transmission of purchase and fund accountant in such formredemption orders for shares of the Funds, for such periods and in such locations as may be required by applicable law, of all documents and records relating the notification to the operation Trust's investment advisers of the Trust required to be prepared or maintained by the Trust or its agents pursuant to applicable law; (B) available funds for investment, and the reconciliation of account information and balances among the Adviser and the Trust's its custodian, transfer agent, shareholder recordkeeper, agent and dividend disbursing agent and fund accountant; its investment adviser; (Cb) provide the transmission Trust, at the Trust's expense, with the services of purchase persons competent to perform such supervisory, administrative and redemption orders for Shares; (D) the notification clerical functions as are necessary to the Adviser provide effective operation of available funds for investment; and (E) the performance of fund accountingits corporation, including the calculation of the net asset value of the sharesservices described in Section 3(a); (iic) oversee the performance of administrative and professional services rendered to the Trust by others, including its sub-administrator, custodianthe Trust's custodians, transfer agent agents and dividend disbursing agent agent, as well as legalaccounting, auditing and shareholder servicing and other services performed for each Series or Classthe Trust, including the calculation of the net asset value of shares of the Funds; (iiid) provide the Trust with adequate general office space and facilities; (e) oversee the preparation and the printing of the periodic updating of the Registration Trust's registration statement, Prospectuses and Statement and Prospectusof Additional Information, the Trust's tax returns, and reports to shareholdersits stockholders, the Securities and Exchange Commission (the "SEC") SEC and state securities commissions; (iv) oversee the preparation of proxy and information statements and any other communications to shareholders; (v) at the request of the Board, provide the Trust with adequate general office space and facilities and provide persons suitable to the Board to serve as officers of the Trust; (vi) provide the Trust, at the Trust's request, with the services of persons who are competent to perform such supervisory or administrative functions as are necessary for effective operation of the Trust; (vii) oversee the preparation, filing and maintenance of the Trust's governing documents, including the Agreement and Declaration of Trust and minutes of meetings of Trustees and shareholders; (viii) oversee with the cooperation of the Trust's counsel, the Adviser, and other relevant parties, preparation and dissemination of materials for meetings of the Board; (ix) monitor sales of shares and ensure that such shares are properly and duly registered with the SEC and applicable state securities commissions; (x) oversee the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes; (xi) oversee the determination of the amount of, and supervise the declaration of, dividends and oilier distributions to shareholders as necessary to, among other things, maintain the qualification of each Series as a regulated investment company under the Internal Revenue Code of 1986, as amended, and prepare and distribute to appropriate parties notices announcing the declaration of dividends and other distributions to shareholdersadministrators; and (xiif) advise the Trust and its Board on matters concerning the Trust and its affairs. Schroder shall oversee the preparation and maintenance, or cause to be prepared and maintained, records in such form for such periods and in such locations as may be required by applicable regulations, all documents and maintain records relating to the its services provided to the Trust pursuant to this Agreement as are required to be maintained pursuant to by the 1940 Trust under the Act, rules and regulations of the SEC, the Internal Revenue Service and any other national, state or local government entity with jurisdiction over the Trust. The accounts books and records pertaining to the trust Trust which are in possession of Schroder, or an entity subcontracted by Schroder, Forum shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such accounts books and records at all times during Schroder's, or its subcontractor's, Forum's normal business hours. Upon the reasonable request of the Trust, copies of any such accounts books and records shall be provided promptly by Schroder Forum to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor to any of Schroder's obligations under this agreement, Schroder shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by Schroder, or its subcontractor, under this Agreement.