Common use of Advisory Services Clause in Contracts

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. . (ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser. (iii) To carry out such decisionsthe decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iiiv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iiiv) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (vvi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx1940 Act.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Manager's ’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's ’s authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (ia) The Manager shall make decisions Investment Adviser will regularly provide the Fund with respect to all purchases investment research, advice and sales of securities supervision and other will furnish continuously an investment assets program for the FundsFund consistent with the investment objectives and policies of the Fund. Among other thingsThe Investment Adviser will determine from time to time what securities shall be purchased for the Fund, what securities shall be held or sold by the Manager Fund and what portion of the Fund's assets shall make all decisions with respect be held uninvested as cash, subject always to the allocation provisions of the Funds' investments Trust's Declaration of Trust, By-Laws and its registration statements under the 1940 Act and under the Securities Act of 1933 covering the Trust's shares, as filed with the Securities and Exchange Commission, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in various securities or other assetseffect, in investment styles andand subject, if applicablefurther, in other investment companies or pooled vehicles in which a Fund to such policies and instructions as the Board of Trustees of the Trust may investfrom time to time establish. To carry out such decisionsdeterminations, the Manager is hereby authorized, as agent and attorney-in-fact Investment Adviser will place orders for the Trust, for the account of, at the risk investment and reinvestment of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the FundsFund assets. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to The Investment Adviser will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust itself might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iib) The Manager will report Investment Adviser will, to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities extent reasonably required in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust conduct of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the TrustFund and upon its request, furnish to the Fund research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Fund shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. (ivc) The Manager shall Investment Adviser will maintain all books and records relating with respect to portfolio the Fund's securities transactions required by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f) of Rule 31a- 1 under the placing and allocation of brokerage orders as are required to be 1940 Act (other than those records being maintained by the Trust under Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager shall prepare and maintain, or cause Investment Adviser will also provide to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to Board of Trustees such books periodic and records at all times during special reports as the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representativesBoard may reasonably request. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (ia) The Manager shall make decisions Investment Adviser will regularly provide the Fund with respect to all purchases investment research, advice and sales of securities supervision and other will furnish continuously an investment assets program for the FundsFund consistent with the investment objectives and policies of the Fund. Among other thingsThe Investment Adviser will determine from time to time what securities shall be purchased for the Fund, what securities shall be held or sold by the Manager Fund and what portion of the Fund's assets shall make all decisions with respect be held uninvested as cash, subject always to the allocation provisions of the Funds' investments Trust's Declaration of Trust, By-Laws and its registration statement under the 1940 Act and under the Securities Act of 1933 covering the Trust's shares, as filed with the Securities and Exchange Commission, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in various securities or other assetseffect, in investment styles andand subject, if applicablefurther, in other investment companies or pooled vehicles in which a Fund to such policies and instructions as the Board of Trustees of the Trust may investfrom time to time establish. To carry out such decisionsdeterminations, the Manager is hereby authorized, as agent and attorney-in-fact Investment Adviser will place orders for the Trust, for the account of, at the risk investment and reinvestment of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the FundsFund assets. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to The Investment Adviser will exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund itself might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iib) The Manager will report Investment Adviser will, to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities extent reasonably required in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust conduct of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the TrustFund and upon its request, furnish to the Fund research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Fund shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. (ivc) The Manager shall Investment Adviser will maintain all books and records relating with respect to portfolio the Fund's securities transactions required by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f) of Rule 31a-1 under the placing and allocation of brokerage orders as are required to be 1940 Act (other than those records being maintained by the Trust under Fund's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager shall prepare and maintain, or cause Investment Adviser will also provide to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to Board of Trustees such books periodic and records at all times during special reports as the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representativesBoard may reasonably request. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Manager's ’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's ’s authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will may from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. . (ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser. (iii) To carry out such decisionsthe decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iiiv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iiiv) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (vvi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 1000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. . (ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser. (iii) To carry out such decisionsthe decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iiiv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iiiv) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (vvi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. . ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser. iii) To carry out such decisionsthe decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iiiv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iiiv) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (vvi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx1940 Act.

Advisory Services. (i) The Manager shall make decisions with respect Subject at all times to all purchases and sales the supervision of securities and other investment assets for the Funds. Among other thingsBoard of Directors of the Company, the Manager Adviser shall make supervise all decisions with respect to the allocation aspects of the Funds' investments in various Company's operations, including the investment and reinvestment of cash, securities or other properties comprising the Company's assets, . In carrying out its obligations in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisionsthe preceding paragraph of this Section 2, the Manager is hereby authorizedAdviser shall (a ) supervise all aspects of the operations of the Company; (b) obtain and evaluate pertinent information about significant developments and economic, as agent statistical and attorney-in-fact financial data, domestic, foreign or otherwise, whether affecting the economy generally or any industry or the Company or any issuer of securities held or to be purchased by the Company; (c) determine which issuers and securities shall be represented in the Company's investment portfolio and regularly report thereon to the Board of Directors; (d) place orders for the Trust, for the account of, at the risk purchase and sale of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the FundsCompany; and (e) take, on behalf of the Manager is authorized to exercise full discretion and act Company, such other action as may be necessary or appropriate in connection with the foregoing. In placing orders for the Trust purchase and sale of securities for the Company,the Adviser shall be guided by the Company's investment objectives, policies andlimitations as delineated by statements contained in the same manner and various documents filed by the Company with the same force Securities and effect Exchange Commission as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board documents may from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investmentsbe amended. The Manager Company will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made make available to consult with the Board at reasonable times Adviser such financial reports, proxy statements, legal and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records other information relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations its investments as may be required by applicable law, all documents and records relating in the possession of the Company or available to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Serviceit. The Adviser is hereby obligated, in placing orders for the purchase and sale of securities for the Company, to obtain the most favorable price and execution available under the circumstances and to keep true, accurate and current books and records pertaining containing sufficient detail to demonstrate compliance with this obligation. In determining the most favorable price and execution in each transaction the determinative factor is not necessarily the lowest possible commission cost. The Adviser may consider the full range and quality of the services of broker-dealers in placing brokerage including, but not by way of limitation, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness of the broker-dealer to the Trust which are in possession of the Manager shall be the property of the TrustAdviser. The TrustAccordingly, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fundextent provided by law, in executing portfolio transactions, the Manager shall Adviser may pay a broker-dealer which provides brokerage or research services a commission in excess of that which another broker-dealer would have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which charged for the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxxsame transaction.

Advisory Services. (i) The Manager shall make decisions Subject to the supervision of the Investment Adviser and the Trust's Board of Trustees, you will provide a continuous investment program for the Fund, including investment research and management with respect to all purchases securities, investments and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and cash equivalents in the name of the Trust, to place orders and issue instructions with respect to those transactions of the FundsFund's portfolio. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager You will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board determine from time to time with such information as what securities and other investments will be purchased, retained or sold by the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager and will also furnish the Board with such statistical place orders for purchases and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it sales on behalf of the Funds or Fund. You will provide services under this Agreement in accordance with the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons Fund's investment objective, policies and restrictions as the Manager believes to be appropriate or necessary to assist stated in the execution of the ManagerFund's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder Prospectus and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent in resolutions of the Trust's Board of Trustees. The cost of In the performance of such your duties will hereunder, you are and shall be borne an independent contractor and paid by the Manager. No obligation may be imposed on unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust in any such respectway or otherwise be deemed to be an agent of the Trust or of the Adviser. The Manager shall supervise You will make your officers and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection employees available to meet with the execution of its duties Trust's officers and obligations hereunder. The appropriate personnel Trustees at least quarterly on due notice to review the investments and investment program of the Manager will be made available to consult Fund in the light of current and prospective economic and market conditions. In compliance with the Board at reasonable times and upon reasonable notice concerning requirements of Rule 31a-3 under the business Investment Company Act of 1940 (the "Act"), you agree that all records which you maintain for the Fund are the property of the Trust. (iv) The Manager shall maintain Fund. You further agree to surrender promptly to the Fund any such records relating upon the Fund's request. You agree to portfolio transactions and preserve for the placing and allocation of brokerage orders as are periods prescribed by Rule 31c-2 under the Act the records required to be maintained by the Trust Rule 31a-1 under the 1940 Act. The Manager You will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present or potential shareholders and will not use such records and information for any purpose other than the performance of your responsibilities, except after prior notification and approval in writing by the Fund. Such approval shall prepare not be unreasonably withheld and maintain, or cause to may not be prepared and maintained, in such form, for such periods and in such locations as withheld where you may be required exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by applicable law, all documents and records relating to the services provided duly constituted authorities or when requested by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representativesFund. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (ia) The Manager shall make decisions Investment Adviser will regularly provide the Trust with respect to all purchases investment research, advice and sales of securities supervision and other will furnish continuously an investment assets program for the FundsTrust consistent with the investment objectives and policies of the Trust. Among other thingsThe Investment Adviser will determine from time to time what securities shall be purchased for the Trust, what securities shall be held or sold by the Manager Trust and what portion of the Trust's assets shall make all decisions with respect be held uninvested as cash, subject always to the allocation provisions of the Funds' investments Trust's Declaration of Trust, By-Laws and its registration statement under the 1940 Act and under the Securities Act of 1933 covering the Trust's shares, as filed with the Securities and Exchange Commission, and to the investment objectives, policies and restrictions of the Trust, as each of the same shall be from time to time in various securities or other assetseffect, in investment styles andand subject, if applicablefurther, in other investment companies or pooled vehicles in which a Fund to such policies and instructions as the Board of Trustees of the Trust may investfrom time to time establish. To carry out such decisionsdeterminations, the Manager is hereby authorized, as agent and attorney-in-fact Investment Adviser will place orders for the Trust, for the account of, at the risk investment and reinvestment of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the FundsTrust assets. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to The Investment Adviser will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust itself might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iib) The Manager will report Investment Adviser will, to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities extent reasonably required in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust conduct of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the TrustTrust and upon its request, furnish to the Trust research, statistical and advisory reports upon the industries, businesses, corporations or securities as to which such requests shall be made, whether or not the Trust shall at the time have any investment in such industries, businesses, corporations or securities. The Investment Adviser will use its best efforts in the preparation of such reports and will endeavor to consult the persons and sources believed by it to have information available with respect to such industries, businesses, corporations or securities. (ivc) The Manager shall Investment Adviser will maintain all books and records relating with respect to portfolio the Trust's securities transactions required by sub-paragraphs (b)(5),(6),(9) and (10) and paragraph (f) of Rule a-1 under the placing and allocation of brokerage orders as are required to be 1940 Act (other than those records being maintained by the Trust under Trust's custodian or transfer agent) and preserve such records for the periods prescribed therefor by Rule a-2 of the 1940 Act. The Manager shall prepare and maintain, or cause Investment Adviser will also provide to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to Board of Trustees such books periodic and records at all times during special reports as the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representativesBoard may reasonably request. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions Subject to the supervision of the Investment Adviser and the Trust's Board of Trustees, you will provide a continuous investment program for the Fund, including Investment research and management with respect to all purchases securities, investments and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and cash equivalents in the name of the Trust, to place orders and issue instructions with respect to those transactions of the FundsFund's portfolio. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager You will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board determine from time to time with such information as what securities and other investments will be purchased, retained or sold by the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager and will also furnish the Board with such statistical place orders for purchases and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it sales on behalf of the Funds or Fund. You will provide services under this Agreement in accordance with the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons Fund's investment objective, policies and restrictions as the Manager believes to be appropriate or necessary to assist stated in the execution of the ManagerFund's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder Prospectus and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent in resolutions of the Trust's Board of Trustees. The cost of In the performance of such your duties will hereunder, you are and shall be borne an independent contractor and paid by the Manager. No obligation may be imposed on unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust in any such respectway or otherwise be deemed to be an agent of the Trust or of the Adviser. The Manager shall supervise You will make your officers and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection employees available to meet with the execution of its duties Trust's officers and obligations hereunder. The appropriate personnel Trustees at least quarterly on due notice to review the investments and investment program of the Manager will be made available to consult Fund in the light of current and prospective economic and market conditions. In compliance with the Board at reasonable times and upon reasonable notice concerning requirements of Rule 31a-3 under the business Investment Company Act of 1940 (the "Act"), you agree that all records which you maintain for the Fund are the property of the Trust. (iv) The Manager shall maintain Fund. You further agree to surrender promptly to the Fund any such records relating upon the Fund's request. You agree to portfolio transactions and preserve for the placing and allocation of brokerage orders as are periods prescribed by Rule 31c-2 under the Act the records required to be maintained by the Trust Rule 31a-1 under the 1940 Act. The Manager You will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present or potential shareholders and will not use such records and information for any purpose other than the performance of your responsibilities, except after prior notification and approval in writing by the Fund. Such approval shall prepare not be unreasonably withheld and maintain, or cause to may not be prepared and maintained, in such form, for such periods and in such locations as withheld where you may be required exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by applicable law, all documents and records relating to the services provided duly constituted authorities or when requested by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representativesFund. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect Subject at all times to all purchases and sales the supervision of securities and other investment assets for the Funds. Among other thingsBoard of Directors of the Company, the Manager Adviser shall make supervise all decisions with respect to the allocation aspects of the Funds' investments in various Company's operations, including the investment and reinvestment of cash, securities or other properties comprising the Company's assets, . In carrying out its obligations in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisionsthe preceding paragraph of this Section 2, the Manager is hereby authorizedAdviser shall (a ) supervise all aspects of the operations of the Company; (b) obtain and evaluate pertinent information about significant developments and economic, as agent statistical and attorney-in-fact financial data, domestic, foreign or otherwise, whether affecting the economy generally or any industry or the Company or any issuer of securities held or to be purchased by the Company; (c) determine which issuers and securities shall be represented in the Company's investment portfolio and regularly report thereon to the Board of Directors; (d) place orders for the Trust, for the account of, at the risk purchase and sale of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the FundsCompany; and (e) take, on behalf of the Company, such other action as may be necessary or appropriate in connection with the foregoing. In placing orders for the purchase and sale of securities for the Company, the Manager is authorized to exercise full discretion Adviser shall be guided by the Company's investment objectives, policies and act for the Trust limitations as delineated by statements contained in the same manner and various documents filed by the Company with the same force Securities and effect Exchange Commission as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board documents may from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investmentsbe amended. The Manager Company will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made make available to consult with the Board at reasonable times Adviser such financial reports, proxy statements, legal and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records other information relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations its investments as may be required by applicable law, all documents and records relating in the possession of the Company or available to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Serviceit. The Adviser is hereby obligated, in placing orders for the purchase and sale of securities for the Company, to obtain the most favorable price and execution available under the circumstances and to keep true, accurate and current books and records pertaining containing sufficient detail to demonstrate compliance with this obligation. In determining the most favorable price and execution in each transaction the determinative factor is not necessarily the lowest possible commission cost. The Adviser may consider the full range and quality of the services of broker-dealers in placing brokerage including, but not by way of limitation, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness of the broker-dealer to the Trust which are in possession of the Manager shall be the property of the TrustAdviser. The TrustAccordingly, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fundextent provided by law, in executing portfolio transactions, the Manager shall Adviser may pay a broker-dealer which provides brokerage or research services a commission in excess of that which another broker-dealer would have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which charged for the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxxsame transaction.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Manager's ’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's ’s authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect Subject at all times to all purchases and sales the supervision of securities and other investment assets for the Funds. Among other thingsBoard of Directors of the Company, the Manager Adviser shall make supervise all decisions with respect to the allocation aspects of the Funds' investments in various Company's operations, including the investment and reinvestment of cash, securities or other properties comprising the Company's assets, . In carrying out its obligations in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisionsthe preceding paragraph of this Section 2, the Manager is hereby authorizedAdviser shall (a ) supervise all aspects of the operations of the Company; (b) obtain and evaluate pertinent information about significant developments and economic, as agent statistical and attorney-in-fact financial data, domestic, foreign or otherwise, whether affecting the economy generally or any industry or the Company or any issuer of securities held or to be purchased by the Company; (c) determine which issuers and securities shall be represented in the Company's investment portfolio and regularly report thereon to the Board of Directors; (d) place orders for the Trust, for the account of, at the risk purchase and sale of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the FundsCompany; and (e) take, on behalf of the Company, such other action as may be necessary or appropriate in connection with the foregoing. In placing orders for the purchase and sale of securities for the Company, the Manager is authorized to exercise full discretion Adviser shall be guided by the Company's investment objectives, policies and act for the Trust limitations as delineated by statements contained in the same manner and various documents filed by the Company with the same force Securities and effect Exchange Commission as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board documents may from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investmentsbe amended. The Manager Company will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made make available to consult with the Board at reasonable times Adviser such financial reports, proxy statements, legal and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records other information relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations its investments as may be required by applicable law, all documents and records relating in the possession of the Company or available to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Serviceit. The Adviser is hereby obligated, in placing orders for the purchase and sale of securities for the Company, to obtain the most favorable price and execution available under the circumstances and to keep true, accurate and current books and records pertaining containing sufficient detail to demonstrate compliance with this obligation. In determining the most favorable price and execution in each transaction the determinative factor is not necessarily the lowest possible commission cost. The Adviser may consider the full range and quality of the services of broker-dealers in placing brokerage including, but not by way of limitation, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness of the broker- dealer to the Trust which are in possession of the Manager shall be the property of the TrustAdviser. The TrustAccordingly, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fundextent provided by law, in executing portfolio transactions, the Manager shall Adviser may pay a broker-dealer which provides brokerage or research services a commission in excess of that which another broker-dealer would have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which charged for the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxxsame transaction.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (ii) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's Registration Statement, or (B) any violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iii) The Manager will from time to time employ or subcontract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (v) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.

Advisory Services. (i) The Manager shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Manager shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. . ii) To the extent the securities of an underlying registered investment company constitute a Fund’s only investment security, in accordance with Section 12(d)(1)(E) of the 1940 Act, the Manager’s responsibilities shall include, but not be limited to, reviewing the investment strategy and performance of the underlying fund, evaluating any proposed changes affecting the underlying fund, and conducting risk management reviews and assessments with respect to the underlying fund and its adviser. iii) To carry out such decisionsthe decisions and responsibilities articulated in Sections 2(a)(i) and (ii) above, the Manager is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Manager is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (iiiv) The Manager will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Manager, and on its own initiative will furnish the Board from time to time with such information as the Manager may believe appropriate, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Manager will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Manager may believe appropriate or as the Board reasonably may request. The Manager shall promptly notify the Trust of (A) any changes regarding the Manager that would impact disclosure in the Trust's ’s Registration Statement, or (B) any material violation of any requirement, provision, policy or restriction that the Manager is required to comply with under Section 6 of this Agreement. The Manager shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (iiiv) The Manager will may from time to time employ or subcontract sub-contract the services to certain persons as the Manager believes to be appropriate or necessary to assist in the execution of the Manager's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Manager of its responsibilities or liabilities hereunder and provided further that the Manager shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Manager. No obligation may be imposed on the Trust in any such respect. The Manager shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Manager will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (iv) The Manager shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Manager shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Manager pursuant to this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in possession of the Manager shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during the Manager's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Manager to the Trust or the Trust's authorized representatives. (vvi) With respect to a Fund, the Manager shall have no duties or obligations pursuant to this Agreement other than as specified in Section Sections 2(a)(ii) and 2(b) hereof, during any period during which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 0000 Xxx.