Common use of Advisory Services Clause in Contracts

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company such investment advice as you in your discretion deem advisable pursuant to the investment program of the Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Company, the portfolio securities to be held or sold by the Company and the portion of the Company’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you You will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s investment objective objectives and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsmay delegate any or all of the responsibilities, evaluationsrights or duties described above to one or more sub-advisers who shall enter into agreements with you, information or analyses to provided the Company as agreements are approved and ratified by the Board of Directors may request Trustees including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation shall not relieve you from time to time or as you may deem to be desirableany liability hereunder. You will also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors Trustees and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company Fund with such investment advice as you in your discretion deem advisable pursuant to the and will furnish a continuous investment program of for the Fund and consistent with the Fund’s 's investment objective objectives and policiespolicies as set forth in its then current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the Company’s Fund's assets to be held uninvested, subject always to the Company’s and the Fund’s respective 's investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of for the Trust (the “Board of Trustees”"Board") and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund's proxy voting record to the Fund's administrator in the form required by the Securities and Exchange Commission ("SEC") or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described above in this Agreement, with respect to all or a portion of the Fund, to one or more personssub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, provided you notify the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company and agree that Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation does shall not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company Trustees (the “Board Board”) of Directors”)the Trust, you will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFund. The Adviser shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Fund’s investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and Exchange Commission prior to the effectiveness of this Agreement and shall maintain such registration throughout the duration of this Agreement.

Advisory Services. Subject to You will regularly provide the supervision Fund with advice concerning the investment management of that portion of the Board of Directors of the Company (the “Board of Directors”)Fund’s assets that are allocated to you, you will provide or arrange to which advice shall be provided to the Company such investment advice as you in your discretion deem advisable pursuant to consistent with the investment program objectives and policies of the Fund and consistent with as set forth in the Fund’s Prospectus and Statement of Additional Information and any investment objective guidelines or other instructions received in writing from the Adviser. The Board of Trustees or the Adviser may, from time to time, make additions to and policieswithdrawals from the assets of the Fund allocated to you. You will determine or arrange for others to determine the what securities to shall be purchased for such portion of the CompanyFund’s assets, the portfolio what securities to shall be held or sold by such portions of the Company Fund’s assets, and the what portion of the Company’s such assets to shall be held uninvested, subject always to the Companyprovisions of the Trust’s Declaration of Trust and By-Laws, and to the Fund’s respective investment objectiveobjectives, policies and restrictionsrestrictions of the Fund, as each of the same shall be from time to time in effecteffect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject further subject, further, to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establishestablish and deliver to you. You will furnish such reportsIn accordance with paragraph 5, evaluations, information you or analyses to your agent shall arrange for the Company as placing of all orders for the Board purchase and sale of Directors may request from time to time portfolio securities with brokers or as dealers selected by you may deem to be desirable. You also will advise and assist the officers for that portion of the Company in taking such steps Fund’s assets for which you serve as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereundersub-investment adviser. The Adviser shall provide at least sixty (60) days’ prior you with written notice statements of the Declaration of Trust; the By-Laws; the Fund’s written investment objectives and policies; the Prospectus and Statement of Additional Information and instructions, as in effect from time to the Company of time; and you shall have no responsibility for actions taken in reliance on any change in the ownership or such documents. You will conform your conduct to, and will ensure that your management of the Adviserportion of the Fund’s assets allocated to you complies with, the Investment Company Act and Investment Advisers Act and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or any event supplemented under the Securities Act of 1933, as amended, and the Investment Company Act. You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund’s compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access to your officers and employees that the Trust or action that Adviser may constitute a change in controlreasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. The You agree to notify the Adviser shall provide prompt notice immediately upon detection of any change in breach of any of the portfolio manager(s) responsible Fund’s policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to that portion of the Fund’s assets allocated to you. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients. You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the day-to-day management Fund are the property of the CompanyFund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trustees and the Trust’s or Adviser’s officers at least quarterly on due notice to review the investments and investment program of the portion of the Fund’s assets allocated to you in light of current and prospective economic and market conditions. Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association, except as specifically prescribed in Section 4.

Advisory Services. Subject to the supervision of the Board of Directors Trustees of the Company (the “Board of Directors”)Trust, you will provide or arrange to be provided to the Company each Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of the for each Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities and financial instruments to be purchased for the Companyeach Fund, the portfolio securities and financial instruments to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company Fund with such investment advice as you in your discretion deem advisable pursuant to the and will furnish a continuous investment program of for the Fund and consistent with the Fund’s investment objective objectives and policiespolicies as set forth in its then current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of for the Trust (the “Board of TrusteesBoard”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described above in this Agreement, with respect to all or a portion of the Fund, to one or more personssub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, provided you notify the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company and agree that Act of 1940, as amended (the “1940 Act”) by a vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation does shall not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company Trustees (the “Board Board”) of Directors”)the Trust, you will provide or arrange to be provided to the Company each Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of the for each Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Companyeach Fund, the portfolio securities to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds. The Adviser shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Funds’ investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and Exchange Commission prior to the effectiveness of this Agreement and shall maintain such registration throughout the duration of this Agreement.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you You will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s 's investment objective objectives and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the Company’s Fund's assets to be held uninvested, subject always to the Company’s and the Fund’s respective 's investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsmay delegate any or all of the responsibilities, evaluationsrights or duties described above to one or more advisers who shall enter into agreements with you, information or analyses to provided the Company as agreements are approved and ratified by the Board including a majority of Directors may request the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the "1940 Act"), by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation shall not relieve you from time to time or as you may deem to be desirableany liability hereunder. You will also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You may delegate any or all of the responsibilities, rights or duties described above in this paragraph 1 to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company Trustees (the “Board Board”) of Directors”)the Trust, you will provide or arrange to be provided to the Company Funds such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program for each of the Fund and Funds consistent with the each Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Companyeach Fund, the portfolio securities to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds. The Adviser shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Funds’ investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and Exchange Commission (“SEC”) prior to the effectiveness of this Agreement and shall maintain such registration throughout the duration of this Agreement.

Advisory Services. (a) Subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of Directors”"Board"), you will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s 's investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the Company’s Fund's assets to be held uninvested, subject always to the Company’s and the Fund’s respective 's investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser In furtherance of and subject to the foregoing, you will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Underlying Funds (as defined in the Fund's private offering memorandum (the "Memorandum")); (3) to enter into agreements with the Underlying Funds irrevocably to forego the right to vote interests or shares of the Underlying Funds (as defined in the Memorandum); (4) to enter into agreements with the Underlying Funds that provide for, among other things, the indemnification by the Fund of the Underlying Funds and the Underlying Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of a co-adviser, and to terminate such agreements; (5) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's shareholders with respect to repurchases of shares in the Fund, and the payment of Fund expenses; (6) to assist in the calling and conducting of meetings of shareholders at the Fund's principal office or elsewhere as the Board may determine and to assist the Board in shareholders’ meetings; (7) to engage and terminate such attorneys, accountants and other professional advisers and consultants as a co-adviser may deem necessary or advisable in connection with the affairs of the Fund as may be directed by the Board; (8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (9) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of a co-adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or a co-adviser, or any of their respective principals, trustees, officers, members, employees and agents; and (10) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of a co-adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other investors or person. (b) You agree to provide certain management and administrative services to the Fund. These services, provided directly or in the form of assistance to other Fund service providers, shall include: (1) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement; (2) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; (3) the handling of Investor inquiries regarding the Fund and providing investors with information concerning their investment in the Fund; (4) monitoring relations and communications between investors and the Fund; (5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to investors; (6) maintaining and updating investor information, such as change of address and employment; (7) reviewing subscription applications or documentation (as defined in the Memorandum) and confirming the receipt of such applications and funds; (8) issuing instruments certifying investor ownership in the Fund; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the Board; (11) preparing and filing any required tax or information returns; and (12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding your appointment to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund. (c) You shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Advisera co-adviser, or any event or action that may constitute a change in control. The Adviser You shall also provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFund.

Advisory Services. Subject to the supervision of the Board of Directors of the Company Trustees (the “Board Board”) of Directors”)the Trust, you will provide or arrange to be provided to the Company Funds such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program for each of the Fund and Funds consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Companyeach Fund, the portfolio securities to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds. The Adviser shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Funds’ investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and Exchange Commission prior to the effectiveness of this Agreement and shall maintain such registration throughout the duration of this Agreement.

Advisory Services. Subject to You will regularly provide the supervision Fund with advice concerning the investment management of the Board of Directors of the Company (the “Board of Directors”)Fund's portfolio, you will provide or arrange to which advice shall be provided to the Company such investment advice as you in your discretion deem advisable pursuant to the investment program of the Fund and consistent with the investment objectives and policies of the Fund’s investment objective and policies. You will determine or arrange for others to determine the what securities to shall be purchased for the CompanyFund, the portfolio what securities to shall be held or sold by the Company Fund, and the what portion of the Company’s Fund's assets to shall be held uninvested, subject always to the Company’s provisions of the Trust's Declaration of Trust and By-Laws and of the Fund’s respective Investment Company Act of 1940, as amended, and to the investment objectiveobjectives, policies and restrictionsrestrictions of the Fund, as each of the same shall be from time to time in effect, and subject subject, further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsIn accordance with paragraph 5, evaluations, information you or analyses to your agent shall arrange for the Company as placing of all orders for the Board purchase and sale of Directors may request from time to time portfolio securities for the Fund's account with brokers or as you may deem to be desirable. You also will advise and assist the officers of the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunderdealers selected by you. The Adviser shall provide at least sixty (60) days’ prior you with written notice statements of such Declaration; By-laws; investment objectives and policies; and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You shall have no obligations or duties whatsoever to ensure compliance with any limitation relating to the Company amount of (1) the Fund's aggregate assets which may be invested in any change category of investment or in a particular manner or (ii) short-term or other category of gain that may be realized by the Fund, in the ownership aggregate, in any given period. In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or management otherwise authorized in writing, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust or of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt You will make your officers and employees available to meet with the Trust's officers and Trustees at least quarterly on due notice to review the investments and investment program of any change the Fund in the portfolio manager(s) responsible for the day-to-day management light of the Companycurrent and prospective economic and market conditions.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company Fund with such investment advice as you in your discretion deem advisable pursuant to the and will furnish a continuous investment program of for the Fund and consistent with the Fund’s investment objective objectives and policiespolicies as set forth in its then current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of for the Trust (the “Board of TrusteesBoard”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the SEC or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described above in this Agreement, with respect to all or a portion of the Fund, to one or more personssub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, provided you notify the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company and agree that Act of 1940, as amended (the “1940 Act”) by a vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation does shall not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you You will provide or arrange to be provided to the Company Value Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Value Fund and consistent with the Fund’s investment objective objectives and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsmay delegate any or all of the responsibilities, evaluationsrights or duties described above to one or more sub-advisers who shall enter into agreements with you, information or analyses to provided the Company as agreements are approved and ratified by the Board of Directors may request Trustees including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation shall not relieve you from time to time or as you may deem to be desirableany liability hereunder. You will also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors Trustees and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you You will provide or arrange to be provided to the Company each Portfolio such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of the Fund and for each Portfolio consistent with the Fund’s Portfolio's investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Companyeach Portfolio, the portfolio securities to be held or sold by the Company each Portfolio and the portion of the Company’s each Portfolio's assets to be held uninvested, subject always to the Company’s and the Fund’s respective Portfolio's investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsmay delegate any or all of the responsibilities, evaluationsrights or duties described above to one or more sub-advisers who shall enter into agreements with you, information or analyses to provided the Company as agreements are approved and ratified (i) by the Board including a majority of Directors may request the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the "Act") by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Portfolio (unless the Trust has obtained an exemption from time to time or as the provisions of Section 15(a) of the Act). Any such delegation shall not relieve you may deem to be desirablefrom any liability hereunder. You will also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”)Company, you will provide or arrange to be provided to the Company such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and Company consistent with the Fund’s Company's investment objective and policies. You will determine or arrange for others to determine the securities and financial instruments to be purchased for the Company, the portfolio securities and financial instruments to be held or sold by the Company and the portion of the Company’s 's assets to be held uninvested, subject always to the Company’s and the Fund’s respective 's investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors of the Company may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Company, if any, in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ ' prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (the “Board of Directors”), you You will provide or arrange to be provided to the Company Funds such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and Funds consistent with the Fund’s Funds’ investment objective objectives and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFunds, the portfolio securities to be held or sold by the Company Funds and the portion of the Company’s Funds’ assets to be held uninvested, subject always to the Company’s and the Fund’s respective Funds’ investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reportsmay delegate any or all of the responsibilities, evaluationsrights or duties described above to one or more sub-advisers who shall enter into agreements with you, information or analyses to provided the Company as agreements are approved and ratified by the Board of Directors may request Trustees including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Investment Company Act of 1940, as amended (the “1940 Act”), by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Funds. Any such delegation shall not relieve you from time to time or as you may deem to be desirableany liability hereunder. You will also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors Trustees and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFunds. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision and oversight of the Board of Directors of the Company (the “Board of Directors”)Company, you will provide manage the ’Company’s assets subject to and in accordance with the investment objective, investment policies and investment restrictions of the Fund, as applicable to the Company, and any directions which the Company’s Board of Directors may issue from time to time. Pursuant to the foregoing, you will furnish or arrange to be provided to furnished a continuous investment program for the Company such investment advice as you in your discretion deem advisable pursuant to the investment program of the Fund and consistent with the Fund’s investment objective objective, investment policies and policiesinvestment restrictions, as applicable to the Company. You will determine or arrange for others to determine the securities to be purchased for the Company, the portfolio securities to be held or sold by the Company and the portion of the Company’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, investment policies and investment restrictions, as applicable to the Company and as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees Directors of the Trust (Fund and/or the “Board of Trustees”) and Board of Directors Company may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company and/or the Fund as the Board of Directors of the Company may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors of the Company and the appropriate committees of the Board of Directors regarding the conduct of the business of the Company. You may delegate any of the responsibilitiesFor all purposes herein, rights you shall be deemed to be an independent contractor and shall, except as expressly provided or duties described above authorized (whether herein or otherwise), have no authority to one act for or more persons, provided you notify represent the Company and agree that such delegation does not relieve you from in any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership way or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management otherwise be deemed an agent of the Company.

Advisory Services. Subject to the supervision of the Board of Directors Trustees of the Company (the “Board of Directors”)Trust, you will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s investment objective and policiespolicies as set forth in the Fund’s current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of also will be responsible for voting proxies with respect to securities held by the responsibilities, rights Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunderits staff on Form N-PX. The Adviser You shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the AdviserManager, or any event or action that may constitute a change in control. The Adviser You shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFund.

Advisory Services. Subject to the supervision of the Board of Directors of the Company Trustees (the “Board Board”) of Directors”)the Trust, you will provide or arrange to be provided to the Company Funds such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program for each of the Fund and Funds consistent with the each Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Companyeach Fund, the portfolio securities to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds. The Adviser shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the Investment Company Act of 1940, as amended (the “Act”) and the Investment Advisers Act of 1940, as amended; (3) the statements relating to the Funds’ investment objectives, investment strategies and investment restrictions as set forth in the registration statement of the Trust under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended. The Adviser shall be registered as an investment adviser with the Securities and Exchange Commission (‘SEC”) prior to the effectiveness of this Agreement and shall maintain such registration throughout the duration of this Agreement.

Advisory Services. Subject to the supervision and oversight of the Board of Directors Trustees of the Company (the “Board of Directors”)Trust, you will provide manage the Fund’s assets subject to and in accordance with the investment objective, investment policies and investment restrictions of the Fund and any directions which the Fund’s Board of Trustees may issue from time to time. Pursuant to the foregoing, you will furnish or arrange to be provided to the Company such investment advice as you in your discretion deem advisable pursuant to the furnished a continuous investment program of for the Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may reasonably request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors with respect to the Funds and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFunds. You may delegate For all purposes herein, you shall be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyTrust.

Advisory Services. Subject to the supervision of the Board of Directors of the Company (Company, who will be composed of the “Board independent trustees of Directors”)the Trust, you will provide or arrange to be provided to the Company such investment advice as you in your discretion deem advisable pursuant to the investment program of the Fund and consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the Company, the portfolio securities to be held or sold by the Company and the portion of the Company’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors of the Company may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors of the Company may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors of the Company and the appropriate committees of the Board of Directors of the Company regarding the conduct of the business of the Company. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company Fund with such investment advice as you in your discretion deem advisable pursuant to the and will furnish a continuous investment program of for the Fund and consistent with the Fund’s investment objective objectives and policiespolicies as set forth in its then current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of for the Trust ({the “Board of TrusteesBoard”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described above in this Agreement, with respect to all or a portion of the Fund, to one or more personssub-advisers who shall enter into agreements with you; provided that each sub-adviser and your agreement with such sub-adviser are approved by the Board including a majority of the Trustees who are not interested persons of you, provided you notify the sub-adviser or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company and agree that Act of 1940, as amended (the “1940 Act”)) by a vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation does shall not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. (a) Subject to the supervision of the Board of Directors Trustees of the Company Trust (the “Board of DirectorsBoard”), you will provide or arrange to be provided to the Company Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of for the Fund and consistent with the Fund’s 's investment objective and policies. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the Company’s Fund's assets to be held uninvested, subject always to the Company’s and the Fund’s respective 's investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The In furtherance of and subject to the foregoing, you will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Investment Funds (as defined in the Fund’s confidential offering memorandum (the “Memorandum”)); (3) to enter into agreements with the Investment Funds irrevocably to forego the right to vote interests or shares of the Investment Funds (as defined in the Memorandum); (4) to enter into agreements with the Investment Funds that provide for, among other things, the indemnification by the Fund of the Investment Funds and the Investment Fund Managers (as defined in the Memorandum) to the same or different extent as provided for in respect of the Adviser, and to terminate such agreements; (5) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund’s Shareholders with respect to repurchases of Shares in the Fund, and the payment of Fund expenses; (6) to call and conduct meetings of Shareholders at the Fund’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (7) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Board; (8) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (9) if directed by the Board, to arrange for the purchase of (A) one or more “key man” insurance policies on the life of any principal of a member of the Adviser, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Adviser, or any of their respective principals, trustees, officers, members, employees and agents; and (10) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person. (b) You agree to provide certain management and administrative services to the Fund. These services shall include: (1) the provision of administrative and secretarial, clerical and other personnel as necessary to provide the services required to be provided under this Agreement; (2) the general supervision of the entities which are retained by the Fund to provide administrative services and custody services to the Fund; (3) the handling of Investor inquiries regarding the Fund and providing Investors with information concerning their investment in the Fund; (4) monitoring relations and communications between Investors and the Fund; (5) overseeing the drafting or updating of disclosure documents relating to the Fund and assisting in the provision of all offering materials to Investors; (6) maintaining and updating Investor information, such as change of address and employment; (7) any subscription applications or documentation (as defined in the Memorandum) and confirming the receipt of such applications and funds; (8) issuing instruments certifying Investor ownership in the Fund; (9) coordinating and organizing meetings of the Board; (10) preparing materials and reports for use in connection with meetings of the Board; (11) preparing and filing any required tax or information returns; and (12) reviewing and approving all regulatory filings required under applicable law. Notwithstanding your appointment to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund. (c) You shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the AdviserPrinceton Fund Advisors, LLC, or any event or action that may constitute a change in control. The Adviser You shall also provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFund.

Advisory Services. Subject to You will regularly provide the supervision of the Board of Directors of the Company (the “Board of Directors”), you will provide or arrange to be provided to the Company Fund with such investment advice as you in your discretion deem advisable pursuant to the and will furnish a continuous investment program of for the Fund and consistent with the Fund’s investment objective objectives and policiespolicies as set forth in its then current Prospectus and Statement of Additional Information. You will determine or arrange for others to determine the securities to be purchased for the CompanyFund, the portfolio securities to be held or sold by the Company Fund and the portion of the CompanyFund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objectiveobjectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of for the Trust (the “Board of TrusteesBoard”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyFund. You also will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Fund’s administrator in the form required by the Securities and Exchange Commission (“SEC”) or its staff on Form N-PX. You may delegate any or all of the responsibilities, rights or duties described above in this Agreement, with respect to all or a portion of the Fund, to one or more personssub-advisers who shall enter into agreements with you, provided you notify that each sub-adviser and your agreement with such sub-adviser are approved by the Board, including a majority of the Trustees who are not interested persons of you, the sub-adviser or the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (unless exempted by an applicable order of the SEC or its staff issued under the Investment Company and agree that Act of 1940, as amended (the “1940 Act”) a vote of the holders of a majority of the outstanding voting securities of the Fund. Any such delegation does shall not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ prior written notice to the Company of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Company.

Advisory Services. Subject to the supervision of the Board of Directors Trustees of the Company (Trust, the “Board of Directors”), you Adviser will provide or arrange to be provided to the Company each Fund such investment advice as you the Adviser in your its discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of the for each Fund and consistent with the Fund’s investment objective and policies. You The Adviser will determine or arrange for others to determine the securities to be purchased for the Companyeach Fund, the portfolio securities to be held or sold by the Company each Fund and the portion of the Companyeach Fund’s assets to be held uninvested, subject always to the Company’s and the Fund’s respective investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You The Adviser will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you the Adviser may deem to be desirable. You The Adviser also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You The Adviser may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you the Adviser notify the Company Trust and agree that such delegation does not relieve you the Adviser from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds.

Advisory Services. Subject to the supervision of the Board of Directors Trustees of the Company (the “Board of Directors”)Trust, you will provide or arrange to be provided to the Company each Fund such investment advice as you in your discretion deem advisable pursuant and will furnish or arrange to the be furnished a continuous investment program of the for each Fund and consistent with the Fund’s 's investment objective and policies. You will determine or arrange for others to determine the securities and financial instruments to be purchased for the Companyeach Fund, the portfolio securities and financial instruments to be held or sold by the Company each Fund and the portion of the Company’s each Fund's assets to be held uninvestedun-invested, subject always to the Company’s and the Fund’s respective 's investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees of the Trust (the “Board of Trustees”) and Board of Directors may from time to time establish. You will furnish such reports, evaluations, information or analyses to the Company Trust as the Board of Directors Trustees of the Trust may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of the Company Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board of Directors and the appropriate committees of the Board of Directors regarding the conduct of the business of the CompanyTrust. You may delegate any of the responsibilities, rights or duties described above to one or more persons, provided you notify the Company Trust and agree that such delegation does not relieve you from any liability hereunder. The Adviser shall provide at least sixty (60) days’ days prior written notice to the Company Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in control. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the CompanyFunds.