Common use of Authority and Duties of the Investment Manager Clause in Contracts

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Real Estate Income Master Fund (the “Master Fund”), which will primarily invest in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation The Fund may delegate to the Investment Manager, subject to revocation at the discretion of duties its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to this paragraph shall comply with all applicable provisions of Section 15 Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to (v) maintaining the extent otherwise permitted by any exemptive order Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Securities Fund’s shares under federal and Exchange Commission, or similar reliefstate laws. Unless otherwise instructed by Notwithstanding the Fundforegoing, the Investment Manager shall not be deemed to have responsibility for voting proxies relating to assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund’s portfolio holdings, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of Trustees, all as from time to time in effect. (c) Subject to (i) the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, and (ii) to the extent required by the Investment Company Act and the rules and regulations thereunder, thereunder and subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s 's portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Managers of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and BylawsLimited Liability Company Agreement, as may be amended from time to time, the investment objectives, policies, guidelines and restrictions of BAIF or BAMMF (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesManagers, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause BAIF or BAMMF to violate any provisions of the Investment Company Act applicable to BAIF or BAMMF. (c) Subject to the prior approval of a majority of the BAIF Trustees, including a majority of the BAIF Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders members of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the FundFund as a fund of funds. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s 's portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place place, and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the All Asset VRP Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause Stone Ridge Trust III or All Asset VRP Fund to violate any provisions of the Investment Company Act applicable to Stone Ridge Trust III or All Asset VRP Fund. (c) Subject to the prior approval of a majority of the TrusteesTrustees of All Asset VRP Fund, including a majority of the Trustees who are not “interested persons” of the All Asset VRP Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the FundAll Asset VRP Fund , the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 3 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. in all cases, whether such investment program is executed directly or indirectly through one or more Subsidiaries. (b) The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and salessales and by taking any action in connection with the formation of one or more Subsidiaries. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules thereunder, except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by . (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c2(e).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Alternative Alpha Master Fund (the “Master Fund”), which primarily invests, directly or indirectly, in investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but that invest or trade in securities and other financial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant The Fund may delegate to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act Manager, subject to revocation at the discretion of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order its Board of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the FundTrustees, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. . (b) The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules thereunder, except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by , and requirements under Commodity Futures Trading Commission (“CFTC”) rules and guidance. (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, the rules of any self-regulatory organization and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place place, and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief, and requirements under CFTC rules and guidance. Unless otherwise instructed by The Fund may delegate to the Investment Manager, subject to revocation at the discretion of the Fund’s Board of Directors (the “Fund’s Board”), the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust (the “Board of the Trust”) and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the Bitcoin Strategy Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, the rules of any self-regulatory agency and any policies determined by the Trust’s Board of Trusteesthe Trust and the Fund’s Board, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause the Trust or Bitcoin Strategy Fund to violate any provisions of the Investment Company Act applicable to the Trust or Bitcoin Strategy Fund. (c) Subject to the prior approval of a majority of the Trustees, Trustees of the Trust including a majority of the Trustees who are not “interested persons” of the Fund Trust and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-attorney- in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of FS Series or FS Multi-Strat (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause FS Series or FS Multi-Strat to violate any provisions of the Investment Company Act applicable to FS Series or FS Multi-Strat. (c) Subject to the prior approval of a majority of the FS Series Trustees, including a majority of the FS Series Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets, directly or indirectly, primarily in investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but that invest or trade in securities and other financial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant The Fund may delegate to this paragraph shall comply with all applicable provisions of Section 15 the Investment Manager, subject to revocation at the discretion of the Investment Company Act Board of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order Trustees of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Master Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the board of directors (the “Directors” or “Board of Trustees Directors”) of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of the Master Fund (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause the Master Fund to violate any provisions of the Investment Company Act applicable to the Master Fund. (c) Subject to the prior approval of a majority of the TrusteesDirectors, including a majority of the Trustees Directors who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place place, and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the Reinsurance Risk Premium Interval Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause Stone Ridge Trust II or Reinsurance Risk Premium Interval Fund to violate any provisions of the Investment Company Act applicable to Stone Ridge Trust II or Reinsurance Risk Premium Interval Fund. (c) Subject to the prior approval of a majority of the TrusteesTrustees of Reinsurance Risk Premium Interval Fund, including a majority of the Trustees who are not “interested persons” of the Reinsurance Risk Premium Interval Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Reinsurance Risk Premium Interval Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 3 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. . (b) The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules thereunder, except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by , and requirements under Commodity Futures Trading Commission (“CFTC”) rules and guidance. (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, the rules of any self-regulatory agency and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Trust expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Managers of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and BylawsLimited Liability Company Agreement, as may be amended from time to time, the investment objectives, policies, guidelines and restrictions of BAIF or BAMSF (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesManagers, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause BAIF or BAMSF to violate any provisions of the Investment Company Act applicable to BAIF or BAMSF. (c) Subject to the prior approval of a majority of the BAIF Trustees, including a majority of the BAIF Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders members of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-attorney- in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of FS Series or FS Managed Futures (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause FS Series or FS Managed Futures to violate any provisions of the Investment Company Act applicable to FS Series or FS Managed Futures. (c) Subject to the prior approval of a majority of the FS Series Trustees, including a majority of the FS Series Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. . (b) The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules thereunder, except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by , and requirements under Commodity Futures Trading Commission (“CFTC”) rules and guidance. (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust (the “Trustees”) and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, the rules of any self-regulatory organization and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of BAIF or BAMMF (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause BAIF or BAMMF to violate any provisions of the Investment Company Act applicable to BAIF or BAMMF. (c) Subject to the prior approval of a majority of the BAIF Trustees, including a majority of the BAIF Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. . (b) The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by . (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c2(e).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will (i) manage the investment and reinvestment of the Fund’s assetsassets in compliance with the Fund’s investment program and policies as set forth in the Fund’s registration statement; (ii) provide research and analysis relative to the investment program and objectives of the Fund; (iii) determine (subject to the overall supervision and review of the Fund’s board of trustees (the “Board of Trustees” and each member of the Board of Trustees, determine a “Trustee”) what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, in cash or cash equivalents; and (iv) continuously review, supervise supervise, and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant The Fund may delegate to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act Manager, subject to revocation at the discretion of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order its Board of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the FundTrustees, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with (i) the terms hereof, ; (ii) the TrustFund’s Agreement and Declaration of Trust and Bylaws, Trust; (iii) the investment objectives, policies, guidelines guidelines, and restrictions of the Fund set forth in the Fund’s current registration statement, (iv) the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission Commission, and other applicable federal and state laws; (v) any future amendments or supplements to the Fund’s registration statement that, in each case, are provided in writing, to the Investment Manager with reasonable notice prior to implementation; and (vi) any policies determined by the TrustFund’s Board of Trustees, all of (i)-(vi) hereof as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” persons of the Fund (“Independent Trustees”) and, to the extent required by the Investment Company Act and the rules and regulations thereunder, thereunder (subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staffstaff and any applicable exemptive orders), by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)adviser, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments As used in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c), the term “interested persons” has the meaning set forth in the Investment Company Act.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by primarily investing in liquid investments in public and private real estate debt, including, but not limited to commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation The Fund may delegate to the Investment Manager, subject to revocation at the discretion of duties its Board of Trustees, the responsibility for voting proxies relating to the Fund’s portfolio holdings. Subject to the direction and control of the Board of Trustees, the Investment Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) administering the Fund’s insurance program, including the errors and omissions liability coverage for the Fund and the Trustees, trustees and officers liability coverage for the Trustees, and coverage required pursuant to this paragraph shall comply with all applicable provisions of Section 15 Rule 17g-1 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to (v) maintaining the extent otherwise permitted by any exemptive order Fund’s existence, and (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Securities Fund’s shares under federal and Exchange Commission, or similar reliefstate laws. Unless otherwise instructed by Notwithstanding the Fundforegoing, the Investment Manager shall not be deemed to have responsibility for voting proxies relating to assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund’s portfolio holdings, nor shall the Investment Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of Trustees, all as from time to time in effect. (c) Subject to (i) the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, and (ii) to the extent required by the Investment Company Act and the rules and regulations thereunder, thereunder and subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fundeach Portfolio. In this regard the Investment Manager will manage the investment and reinvestment of the Fundeach Portfolio’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund each Portfolio and what portion, if any, of the assets of the Fund each Portfolio will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. each Portfolio. (b) The Trust constitutes and appoints the Investment Manager as the Fundeach Portfolio’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fundsuch Portfolio’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund such Portfolio as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund such Portfolio by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by . (c) Each Portfolio may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to such Portfolio’s securities pursuant to written proxy voting policies and procedures established by the Fund’s portfolio holdingsInvestment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which a Portfolio may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, each Portfolio will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fundeach Portfolio, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund a Portfolio and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Funda Portfolio, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund each Portfolio will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Funda Portfolio’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-day- to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and BylawsOperating Agreement, as may be amended from time to time, the investment objectives, policies, guidelines and restrictions of Manage OZ Funds, LLC (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesBoard, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause OZ Growth Fund, LLC to violate any provisions of the Investment Company Act applicable to OZ Growth Fund, LLC. (c) Subject to To the prior approval of a majority of extent that would be required by the Trustees, including a majority of the Trustees who are not “interested persons” of Investment Company Act if the Fund and, to the extent required by were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders members of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place place, and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the Reinsurance Risk Premium Interval Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause Stone Ridge Trust II or Reinsurance Risk Premium Interval Fund to violate any provisions of the Investment Company Act applicable to Stone Ridge Trust II or Reinsurance Risk Premium Interval Fund. (c) Subject to the prior approval of a majority of the TrusteesTrustees of Reinsurance Risk Premium Interval Fund, including a majority of the Trustees who are not “interested persons” of the Reinsurance Risk Premium Interval Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Reinsurance Risk Premium Interval Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. in all cases, whether such investment program is executed directly or indirectly through one or more Subsidiaries. (b) The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and salessales and by taking any action in connection with the formation of one or more Subsidiaries. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules thereunder, except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by . (c) The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board of Directors of the Fund (the “Board” and each member thereof, a “Director”), the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the TrustFund’s Agreement Articles of Amendment and Declaration of Trust Restatement and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of TrusteesBoard, all as from time to time in effect. (ce) Subject to the prior approval of a majority of the TrusteesBoard, including a majority of the Trustees Directors who are not “interested persons” of the Fund Fund, and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c2(e).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets, directly or indirectly, primarily in investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but that invest or trade in securities and other financial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant The Fund may delegate to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act Manager, subject to revocation at the discretion of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order its Board of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the FundTrustees, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place place, and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the All Asset VRP Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause Stone Ridge Trust III or All Asset VRP Fund to violate any provisions of the Investment Company Act applicable to Stone Ridge Trust III or All Asset VRP Fund. (c) Subject to the prior approval of a majority of the TrusteesTrustees of All Asset VRP Fund, including a majority of the Trustees who are not “interested persons” of the All Asset VRP Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the FundAll Asset VRP Fund , the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by The Fund may delegate to the FundInvestment Manager, subject to revocation at the discretion of its Board, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s 's portfolio holdings.securities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest in the future and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. 40730583_2 (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust and in accordance with the terms hereof, the Trust’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the Trust’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the FundFund continuously. In this regard regard, the Investment Manager will manage the investment investment, management, and reinvestment of the Fund’s assets's MultiFamily and Real Estate Related Assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true 's accurate and lawful representative and attorney-in-fact, with the full power of delegation (to any one or more permitted sub-advisers), in the Fund’s 's name, place place, and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, Commission or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s 's portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund's portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with (i) the terms hereof, (ii) the Fund's Operating Agreement, the Trust’s Agreement and Declaration of Trust and Bylaws, as may be amended from time to time, (iii) the investment objectives, criteria, policies, guidelines guidelines, and restrictions of the Fund, the Investment Company Act, , (iv) the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and and (v) any policies determined by the Trust’s Fund's Board of TrusteesDirectors, all as from time to time in effect. (c) Subject . In managing the Fund's portfolio, the Investment Manager will not take any actions with respect to the prior approval Fund's assets that would cause the Company to violate any provisions of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and applicable to the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c)Company.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the FundFund continuously. In this regard regard, the Investment Manager will manage the investment investment, management, and reinvestment of the Fund’s assets's Hospitality and Real Estate Relaied Assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true 's accurate and lawful representative and attorney-in-fact, with the full power of delegation (to any one or more permitted sub-advisers), in the Fund’s 's name, place place, and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, Commission or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s 's portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund's portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with (i) the terms hereof, (ii) the Fund's By-Laws, the Trust’s Agreement and Declaration of Trust and Bylaws, as may be amended from time to time, (iii) the investment objectives, criteria, policies, guidelines guidelines, and restrictions of the Fund, the Investment Company Act, , (iv) the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and and (v) any policies determined by the Trust’s Fund's Board of TrusteesDirectors, all as from time to time in effect. (c) Subject . In managing the Fund's portfolio, the Investment Manager will not take any actions with respect to the prior approval Fund's assets that would cause the Company to violate any provisions of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and applicable to the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c)Company.

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Investment Manager acknowledges that the Fund currently intends to seek to achieve its investment objectives by investing and reinvesting its assets primarily in Blackstone Alternative Alpha Master Fund (the “Master Fund”), which primarily invests, directly or indirectly, in investment partnerships, managed funds, securities and other assets held in segregated accounts and other investment funds (collectively, “Investment Funds”) that are not registered or required to register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), but that invest or trade in securities and other financial instruments and are managed by outside parties. The Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant . PAGE 1 The Fund may delegate to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act Manager, subject to revocation at the discretion of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order its Board of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the FundTrustees, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and Bylaws, the investment objectives, policies, guidelines and restrictions of the Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of Trustees, all as from time to time in effect. (c) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund and, to the extent required by the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below)administrator, and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-attorney- in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of FS Series or FS Real Asset (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause FS Series or FS Real Asset to violate any provisions of the Investment Company Act applicable to FS Series or FS Real Asset. (c) Subject to the prior approval of a majority of the FS Series Trustees, including a majority of the FS Series Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-attorney- in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of FS Series or FS Global Macro (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause FS Series or FS Global Macro to violate any provisions of the Investment Company Act applicable to FS Series or FS Global Macro. (c) Subject to the prior approval of a majority of the FS Series Trustees, including a majority of the FS Series Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees Directors of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines and restrictions of BAIF or BAMSF (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesDirectors, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause BAIF or BAMSF to violate any provisions of the Investment Company Act applicable to BAIF or BAMSF. (c) Subject to the prior approval of a majority of the BAIF Trustees, including a majority of the BAIF Trustees who are not “interested persons” of the Fund and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).

Authority and Duties of the Investment Manager. (a) The Investment Manager, or an affiliate of the Investment Manager (“Investment Manager Affiliate”), to the extent permitted by applicable laws, rules, and regulatory interpretations, agrees to furnish continuously an investment program for the Fund. In this regard regard, the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold sold, or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-to-day operations of the Fund. . (b) The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge acknowledge, and deliver all subscription and other agreements, contracts contracts, and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling selling, and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by , and requirements under CFTC rules and guidance. (c) The Fund may delegate to the Investment Manager, subject to revocation at the discretion of the Fund’s Board of Directors (the “Fund’s Board”), the Investment Manager shall have responsibility for voting proxies relating to the Fund’s portfolio holdingssecurities pursuant to written proxy voting policies and procedures established by the Investment Manager. Notwithstanding such delegation, with respect to securities issued by an investment vehicle or fund in which the Fund may invest and that is managed by the Investment Manager, or an Investment Manager Affiliate, the Fund will reserve the right, and will not delegate responsibility to the Investment Manager, to vote any proxies relating to such securities, pursuant to applicable law including the Investment Company Act. (bd) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust (the “Trustees”) and in accordance with the terms hereof, the TrustFund’s Agreement Memorandum and Declaration Articles of Trust and BylawsAssociation, as amended, the investment objectives, policies, guidelines guidelines, and restrictions of the Art Risk Premium Fund, the Investment Company Act, the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, the rules of any self-regulatory organization and any policies determined by the Trust’s Board of Trusteesthe Trust and the Fund’s Board, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause the Trust or Art Risk Premium Fund to violate any provisions of the Investment Company Act applicable to the Trust or Art Risk Premium Fund. (ce) Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Fund Trust and, to the extent that would be required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order order, or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c2(e).

Authority and Duties of the Investment Manager. (a) The Investment Manager agrees to furnish continuously an investment program for the Fund. In this regard the Investment Manager will manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, continuously review, supervise and administer the investment program of the Fund, and supervise and arrange the day-day- to-day operations of the Fund. The Trust Fund constitutes and appoints the Investment Manager as the Fund’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more permitted sub-advisers), in the Fund’s name, place and stead, to make, execute, sign, acknowledge and deliver all subscription and other agreements, contracts and undertakings on behalf of the Fund as the Investment Manager may deem necessary or advisable for implementing the investment program of the Fund by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. Any delegation of duties pursuant to this paragraph shall comply with all applicable provisions of Section 15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), except to the extent otherwise permitted by any exemptive order of the Securities and Exchange Commission, or similar relief. Unless otherwise instructed by the Fund, the Investment Manager shall have Fund expressly delegates responsibility for voting proxies relating to the Fund’s portfolio holdings to the Investment Manager, the Investment Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Investment Manager agrees that it will discharge its responsibilities under this Agreement subject to the supervision of the Board of Trustees of the Trust Fund and in accordance with the terms hereof, the TrustFund’s Agreement and Declaration of Trust and BylawsOperating Agreement, as may be amended from time to time, the investment objectives, policies, guidelines and restrictions of Leafwise Solutions, LLC (as applicable to the Fund, the Investment Company Act), the applicable rules and regulations of the Securities and Exchange Commission and other applicable federal and state laws, and any policies determined by the TrustFund’s Board of TrusteesBoard, all as from time to time in effect. In managing the Fund’s portfolio, the Investment Manager will not take any actions with respect to the Fund’s assets that would cause Auspicious Opportunities LLC to violate any provisions of the Investment Company Act applicable to Auspicious Opportunities LLC. (c) Subject to To the prior approval of a majority of extent that would be required by the Trustees, including a majority of the Trustees who are not “interested persons” of Investment Company Act if the Fund and, to the extent required by were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exemptive order or interpretation of the Securities and Exchange Commission or its staff, by the shareholders members of the Fund, the Investment Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Investment Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Investment Manager must oversee the provision of delegated services, the Investment Manager must bear the separate costs of employing any sub-adviser or sub-administrator (provided that the Fund will remain responsible for its own expenses, as described in Section 4 below), and no delegation will relieve the Investment Manager of any of its obligations under this Agreement. The Investment Manager agrees that it will not exercise investment power with respect to any investments in equity securities, including any equity securities within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, made on the Fund’s behalf by any sub-adviser retained by the Investment Manager in accordance with this Section 2(c).