Common use of Appointment and Duties of Manager Clause in Contracts

Appointment and Duties of Manager. (a) The Trust hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the services set forth in Schedule B hereto. (d) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (e) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.

Appointment and Duties of Manager. (a) The Trust hereby employs Subject to the Manager to act as manager of the Funds terms and to perform the services conditions set forth in this Agreementherein, the Fund hereby appoints the Manager, subject to the review and supervision of the Board of Trustees of the TrustFund (the “Board”), to act as the investment adviser for and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objectives and policies and limitations, and to manage the day-to-day business and affairs of the Fund (except with respect to matters in the charge of the Fund’s chief compliance officer or other service providers retained by the Fund), for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employmentinvestment of funds shall be subject to all restrictions of applicable law and the Amended and Restated Declaration of Trust and By-Laws of the Fund, and undertakes to pay the salaries and expense of all personnel resolutions of the Manager who perform services relating Board as may from time to time be in force and delivered in writing to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the TrustManager. (b) Notwithstanding The Manager accepts such appointment and agrees during the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution term of this Agreement to: (i) supervise the investment activities of the Fund, including advising and consulting with the Board as the Board may reasonably request; (ii) continuously manage the assets of the Fund in a manner consistent with the investment objectives and policies of the Fund; (iii) determine the securities to be responsible forpurchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as necessary or appropriate; (iv) furnish offices, facilities and equipment to the Fund to the extent necessary for the management of the Funds’ assets or Fund; and (v) render periodic reports to the rendering of Board as the Board may reasonably request regarding the Fund’s investment advice program and supervision with respect thereto, or the distribution of shares of the Funds, nor shall services provided by the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Fundshereunder. (c) Without limiting the generality The Manager may delegate any of the foregoing, foregoing responsibilities to a third party sub-adviser with the Manager shall provide consent of the services set forth in Schedule B heretoFund’s Board of Trustees. (d) In carrying out its responsibilities under this Agreement, The Fund acknowledges that the Manager shall makes no warranty that any investments made by the Manager hereunder will not depreciate in value or at all times act in accordance with the investment objectivesany time not be affected by adverse tax consequences, policies and restrictions applicable nor does it give any warranty as to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions performance or profitability of the 1940 Act and assets or the rules and regulations promulgated thereunder and other applicable federal securities lawssuccess of any investment strategy recommended or used by the Manager. (e) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request is authorized on behalf of the BoardFund to establish brokerage, attend meetings of the Board or its validly constituted committees, bank and will make its officers other accounts and employees available to meet with the officers and employees of the Trust to discuss its duties hereunderagreements.

Appointment and Duties of Manager. (a) The Trust hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees of the TrustTrust (the “Board”), for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the services set forth in Schedule B hereto. (d) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (e) The Manager shall render regular reports to the Trust as requested by the Board of TrusteesBoard, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.

Appointment and Duties of Manager. (a) The Trust Client hereby employs appoints the Manager to act as investment manager of such portion of the Funds Client's investment portfolio as is designated from time to time by the Client to the Manager in writing (the "Portfolio") and to perform furnish, or arrange for affiliates to furnish, the services set forth in this Agreementinvestment advisory service describe below, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such employmentappointment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and undertakes to pay assume the salaries obligations herein set forth for the compensation provided for herein. Except as limited below and expense in the Statement of all personnel Investment Policy and Guidelines attached hereto, the Manager shall have full discretion, as the Client's agent and attorney-in-fact to make purchases and sales of investments on the Client's behalf and otherwise to act at the Manager's discretion in the management of the Manager who perform services relating to the services it performs hereunderPortfolio. The Manager shall provide (or arrange for all purposes herein be deemed affiliates to be an independent contractor provide) the Client with such investment research, advice and shall, except supervision and written reports as otherwise expressly provided or authorized, have the latter may from time to time (but no authority to act less frequently than monthly) consider necessary for or represent the Trust in any way or otherwise be deemed an agent proper supervision of the Trust. assets of the Client, shall furnish continuously an investment program for the Client and shall have full discretion as the Client's agent and attorney-in-fact, to determine from time to time which securities shall be purchased, sold, modified or exchanged and what portion of the assets of the Client shall be held in (bi) Notwithstanding the various securities in which the Client invests, (ii) options, (iii) futures, (iv) options on futures or (v) cash, subject only to the restrictions of applicable law and the Client's investment objectives, investment policies and investment restrictions as the same are in each case advised in writing by the Client to the Manager. Without limiting the foregoing, the Manager shall not have authority to approve the restructuring of investments held in the Portfolio, either through changes in the terms of the security (including changes in voting rights, dividend rights, interest rates, maturity, conversion rights or other rights or preferences relating to the security) or through the substitution of new securities, having such terms and provisions as may be deemed to have assumed any duties hereunder with respect to, and shall not, appropriate by the execution of this Agreement be responsible for, the management Manager in light of the Funds’ assets or the rendering of investment advice and supervision with respect theretoprevailing circumstances, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the services set forth in Schedule B hereto. (d) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth for securities held in the Trust’s then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (e) Portfolio. The Manager shall render regular reports make decisions for the Client as to foreign currency matters and make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Manager shall make decisions for the Client as to the Trust manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Client's Portfolio securities shall be exercised and shall have the authority, as requested by the Board of TrusteesClient's agent and attorney-in fact, and will, at the reasonable request to exercise such rights on behalf of the Board, attend meetings of Client. The Manager may temporarily invest the Board Client's cash in a money market fund which employs the Manager or an affiliate as its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunderinvestment adviser.

Appointment and Duties of Manager. (a) The Trust Fund, on behalf of the Series, hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees Directors of the TrustFund, for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, employment and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust Fund in any way or otherwise be deemed an agent of the TrustFund. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ ' assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust Fund or the FundsSeries. (c) Without limiting the generality of the foregoing, the Manager shall provide the following services to the Series (as well as the services set forth in Schedule B heretoSection1(d) below): i. Provide information to and coordinate the Series' relationship with registered investment advisors and other securities professionals who have discretionary authority over Series shareholder accounts, assist in facilitating instructions received by such persons relating to Fund business and furnish facilities and personnel necessary to perform such activities. ii. Assist as appropriate and coordinate with the Fund's service providers in administering the affairs of the Series and perform services on the Series' behalf. iii. Pay the salaries and expenses of all officers and Directors of the Fund who are employees of the Manager. (d) It is intended that the assets of the Series will be invested in a portfolio (the Portfolio") having substantially the same investment objective, policies and restrictions as the Series. In addition to its duties hereunder, set forth in paragraph 1(c), above, with respect to the Series, the Manager shall perform the following: i. Monitor the performance of the Portfolio; ii. Coordinate the relationship of the Series with the Portfolio; iii. Communicate with the Board of Directors of the Fund regarding the performance of the Portfolio and the Series; iv. Furnish reports regarding the Portfolio as reasonably requested from time-to-time by the Fund's Board of Directors. v. Perform such other necessary and desirable services regarding the "Master Feeder" structure of the Series as the Directors may reasonably request from time to time, including providing certain indemnification to the Portfolio and the investment advisor on behalf of the Series. (e) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (ef) The Manager shall render regular reports to the Trust as requested by the Board of TrusteesDirectors, and will, at the reasonable request of the Board, attend meetings of the Board board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust Board to discuss its duties hereunder.

Appointment and Duties of Manager. (a) The Subject to the terms and conditions set forth herein, the Trust hereby employs appoints the Manager to act as manager of and the Funds and to perform the services set forth in this AgreementManager hereby undertakes, subject to the review and supervision of the Board of Trustees of the TrustTrust (the “Board”), to act as the investment adviser for and to manage the investment and reinvestment of the assets of the Trust and each Fund in accordance with each Fund’s investment objectives and policies and limitations, and to manage the day-to-day business and affairs of the Trust and each Fund (except with respect to matters in the charge of the Trust and each Fund’s chief compliance officer or other service providers retained by the Trust and each Fund), for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, investment of funds shall be subject to all restrictions of applicable law and undertakes to pay the salaries [Amended and expense Restated] Agreement and Declaration of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor Trust and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent By-Laws of the Trust, and resolutions of the Board as may from time to time be in force and delivered in writing to the Manager. (b) Notwithstanding The Manager accepts such appointment and agrees during the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution term of this Agreement to: (i) supervise the investment activities of each Fund, including advising and consulting with the Board as the Board may reasonably request; (ii) continuously manage the assets of each Fund in a manner consistent with the investment objectives and policies of such Fund; (iii) determine the securities to be responsible forpurchased, sold or otherwise disposed of by each Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as necessary or appropriate; (iv) furnish offices, facilities and equipment to the Trust and each Fund to the extent necessary for the management of the Funds’ assets or Trust and each Fund; and (v) render periodic reports to the rendering of Board as the Board may reasonably request regarding each Fund’s investment advice program and supervision with respect thereto, or the distribution of shares of the Funds, nor shall services provided by the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Fundshereunder. (c) Without limiting the generality The Manager may delegate any of the foregoing, foregoing responsibilities to a third party sub-adviser with the Manager shall provide consent of the services set forth in Schedule B heretoBoard. (d) In carrying out its responsibilities under this Agreement, The Trust and each Fund acknowledge that the Manager shall makes no warranty that any investments made by the Manager hereunder will not depreciate in value or at all times act in accordance with the investment objectivesany time not be affected by adverse tax consequences, policies and restrictions applicable nor does it give any warranty as to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions performance or profitability of the 1940 Act and assets or the rules and regulations promulgated thereunder and other applicable federal securities lawssuccess of any investment strategy recommended or used by the Manager. (e) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees is authorized on behalf of the Trust and each Fund to discuss its duties hereunderestablish brokerage, bank and other accounts and agreements.

Appointment and Duties of Manager. (a) The Trust hereby employs Subject to the Manager to act as manager of the Funds terms and to perform the services conditions set forth in this Agreementherein, the Fund hereby appoints the Manager, subject to the review and supervision of the Board of Trustees of the TrustFund (the “Board”), to act as the investment adviser for and to manage the investment and reinvestment of the assets of the Fund in accordance with the Fund’s investment objectives and policies and limitations, and to manage the day-to-day business and affairs of the Fund (except with respect to matters in the charge of the Fund’s chief compliance officer or other service providers retained by the Fund), for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employmentinvestment of funds shall be subject to all restrictions of applicable law and the Amended and Restated Declaration of Trust and By-Laws of the Fund, and undertakes to pay the salaries and expense of all personnel resolutions of the Manager who perform services relating Board as may from time to time be in force and delivered in writing to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the TrustManager. (b) Notwithstanding The Manager accepts such appointment and agrees during the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution term of this Agreement to: (i) supervise the investment activities of the Fund, including advising and consulting with the Board as the Board may reasonably request; (ii) continuously manage the assets of the Fund in a manner consistent with the investment objectives and policies of the Fund; (iii) determine the securities to be responsible forpurchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions, including the placing of purchase and sale orders on behalf of the Fund, as necessary or appropriate; (iv) furnish offices, facilities and equipment to the Fund to the extent necessary for the management of the Funds’ assets or Fund; and (v) render periodic reports to the rendering of Board as the Board may reasonably request regarding the Fund’s investment advice program and supervision with respect thereto, or the distribution of shares of the Funds, nor shall services provided by the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Fundshereunder. (c) Without limiting the generality The Manager may delegate any of the foregoing, foregoing responsibilities to a third party sub- adviser with the Manager shall provide consent of the services set forth in Schedule B heretoFund’s Board of Trustees. (d) In carrying out its responsibilities under this Agreement, The Fund acknowledges that the Manager shall makes no warranty that any investments made by the Manager hereunder will not depreciate in value or at all times act in accordance with the investment objectivesany time not be affected by adverse tax consequences, policies and restrictions applicable nor does it give any warranty as to the Funds as set forth in the Trust’s then-current registration statement, applicable provisions performance or profitability of the 1940 Act and assets or the rules and regulations promulgated thereunder and other applicable federal securities lawssuccess of any investment strategy recommended or used by the Manager. (e) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request is authorized on behalf of the BoardFund to establish brokerage, attend meetings of the Board or its validly constituted committees, bank and will make its officers other accounts and employees available to meet with the officers and employees of the Trust to discuss its duties hereunderagreements.

Appointment and Duties of Manager. (a) The Trust Client hereby employs appoints the Manager to act as investment manager of such portion of the Funds Client's investment portfolio as is designated from time to time by the Client to the Manager in writing (the "Portfolio") and to perform furnish, or arrange for affiliates to furnish, the investment advisory services set forth in this Agreementdescribed below, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such employmentappointment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and undertakes to pay assume the salaries obligations herein set forth for the compensation provided for herein. Except as limited below and expense in the Statement of all personnel Investment Policy and Guidelines attached hereto, the Manager shall have full discretion, as the Client's agent and attorney-in-fact, to make purchases and sales of 2 investments on the Client's behalf and otherwise to act at the Manager's discretion in the management of the Manager who perform services relating Portfolio. The manager shall provide (or arrange for affiliates to provide) the Client with such investment research, advice and supervision and written reports as the latter may from time to time (but no less frequently than monthly) consider necessary for the proper supervision of the assets of the Client, shall furnish continuously an investment program for the Client and shall have full discretion as the Client's agent and attorney-in-fact, to determine from time to time which securities shall be purchased, sold, modified or exchanged and what portion of the assets of the Client shall be held in (i) the various securities in which the Client invests, (ii) options, (iii) futures, (iv) options on futures or (v) cash, subject only to the services it performs hereunderrestrictions of applicable law and the Client's investment objectives, investment policies and investment restrictions as the same are in each case advised in writing by the Client to the Manager. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding Without limiting the foregoing, the Manager shall not have authority to approve the restructuring of investments held in the Portfolio, either through changes in the terms of the security (including changes in voting rights, dividend rights, interest rates, maturity, conversion rights or other rights or preferences relating to the security) or through the substitution of new securities, having such terms and provisions as may be deemed to have assumed any duties hereunder with respect to, and shall not, appropriate by the execution of this Agreement be responsible for, the management Manager in light of the Funds’ assets or the rendering of investment advice and supervision with respect theretoprevailing circumstances, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the services set forth in Schedule B hereto. (d) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth for securities held in the Trust’s then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (e) Portfolio. The Manager shall render regular reports make decisions for the Client as to foreign currency matters and make determinations as to foreign exchange contracts, foreign currency options, foreign currency futures and related options on foreign currency futures. The Manager shall make decisions for the Client as to the Trust manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Client's Portfolio securities shall be exercised and shall have the authority, as requested by the Board of TrusteesClient's agent and attorney-in-fact, and will, at the reasonable request to exercise such rights on behalf of the Board, attend meetings of Client. The Manager may temporarily invest the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.Client's cash

Appointment and Duties of Manager. (a) The Trust hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ ' assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the following services set forth to each of the Funds: i) Provide information to and coordinate the Trust's relationship with registered investment advisors and other securities professionals who have discretionary authority over Trust shareholder accounts, assist in Schedule B heretofacilitating instructions received by such persons relating to Trust business and furnish facilities and personnel necessary to perform such activities. ii) Assist as appropriate and coordinate with the Trust's Administrator and other service providers in administering the affairs of the Trust and perform services on the Trust's behalf. iii) Pay the salaries and expenses of all officers and Trustees of the Trust who are employees of the Manager. iv) Perform such other services incident to the Trust's business as parties may from time to time. (d) It is intended that the assets of the Money Market ProFund will be invested in a portfolio (the "Portfolio") having substantially the same investment objective, policies and restrictions as the Money Market ProFund. In addition to its duties hereunder, set forth in paragraph 1(c), above, with respect to the Money Market ProFund, the Manager shall perform the following services: i) Monitor the performance of the Portfolio. ii) Coordinate the relationship of the Money Market ProFund with the Portfolio. iii) Communicate with the Board of Trustees of the Money Market ProFund regarding the performance of the Portfolio and the Money Market ProFund. iv) Furnish reports regarding the Portfolio as reasonably requested from time-to-time by the Trust's Board of Trustees. v) Perform such other necessary and desirable services regarding the "Master Feeder" structure of the Money Market ProFund as theTrustees may reasonably request form time to time. (e) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s 's then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (ef) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.

Appointment and Duties of Manager. (a) The Trust hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ ' assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the following services set forth to each of the Funds: i) Provide information to and coordinate the Trust's relationship with registered investment advisors and other securities professionals who have discretionary authority over Trust shareholder accounts, assist in Schedule B heretofacilitating instructions received by such persons relating to Trust business and furnish facilities and personnel necessary to perform such activities. ii) Assist as appropriate and coordinate with the Trust's Administrator and other service providers in administering the affairs of the Trust and perform services on the Trust's behalf. iii) Pay the salaries and expenses of all officers and Trustees of the Trust who are employees of the Manger. iv) Perform such other services incident to the Trust's business as parties may from time to time agree. (d) It is intended that the assets of the Money Market ProFund will be invested in a portfolio (the "Portfolio") having substantially the same investment objective, policies and restrictions as the Money Market ProFund. In addition to its duties hereunder, set forth in paragraph 1(c), above, with respect to the Money Market ProFund, the Manager shall perform the following services: i) Monitor the performance of the Portfolio. ii) Coordinate the relationship of the Money Market ProFund with the Portfolio. iii) Communicate with the Board of Trustees of the Money Market ProFund regarding the performance of the Portfolio and the Money Market ProFund. iv) Furnish reports regarding the Portfolio as reasonably requested from time-to-time by the Trust's Board of Trustees. v) Perform such other necessary and desirable services regarding the "Master Feeder" structure of the Money Market ProFund as the Trustees may reasonably request from time to time. (e) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s 's then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (ef) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.,

Appointment and Duties of Manager. (a) The Trust hereby employs the Manager to act as manager of the Funds and to perform the services set forth in this Agreement, subject to the supervision of the Board of Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to pay the salaries and expense of all personnel of the Manager who perform services relating to the services it performs hereunder. The Manager shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties hereunder with respect to, and shall not, by the execution of this Agreement be responsible for, the management of the Funds’ ' assets or the rendering of investment advice and supervision with respect thereto, or the distribution of shares of the Funds, nor shall the Manager be deemed to have assumed any responsibility hereunder with respect to functions specifically assumed by any administrator, transfer agent, custodian or shareholder servicing agent of the Trust or the Funds. (c) Without limiting the generality of the foregoing, the Manager shall provide the services set forth in Schedule B hereto.. ---------- (d) In carrying out its responsibilities under this Agreement, the Manager shall at all times act in accordance with the investment objectives, policies and restrictions applicable to the Funds as set forth in the Trust’s 's then-current registration statement, applicable provisions of the 1940 Act and the rules and regulations promulgated thereunder and other applicable federal securities laws. (e) The Manager shall render regular reports to the Trust as requested by the Board of Trustees, and will, at the reasonable request of the Board, attend meetings of the Board or its validly constituted committees, and will make its officers and employees available to meet with the officers and employees of the Trust to discuss its duties hereunder.