Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico (“UBS”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, UBS, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with Popular Asset Management LLC (“Popular”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, Popular, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (ed) The Adviser will provide the Fund’s administrator Popular with any assistance regarding with regard to the valuation of the Fund’s portfolio investments as the latter may is reasonably requestrequested by Popular.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby xxxxxx agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision and direction of the FundTrust’s Board of Directors Trustees (the “Board”), the Adviser will provide or arrange for the provision of a complete and continuous investment program for the Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, ; provided that, subject to the provisions in compliance with Section 28(e) of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”)amended, the Adviser may may, in its discretion, purchase and sell portfolio Fund securities to and from brokers and dealers who provide the Adviser Fund with research analysis, statistical or pricing advice, or similar services. The In selecting brokers and dealers, the Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, (i) the broker’s or dealer’s facilities, level of commissions; (ii) the broker’s or dealer’s reliability and financial responsibility, speed in effecting trades; (iii) the ability size of the broker or dealer order; (iv) the trading characteristics of the security; (v) the availability of accurate information affecting choices as to effect securities transactions, particularly with regard the most favorable market center for execution and the availability of technical aids to process such aspects as timing, order size information; (vi) the cost and difficulty of achieving an execution of orders, in a particular market center; and (vii) the research and other services provided by that broker or dealer to the Adviser (and the Adviser’s arrangements relating thereto) that are expected to enhance the Adviser’s general fund manager capabilities, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. While the Adviser may generally seek the best price in placing orders, the Fund may not necessarily be paying the lowest price available. Commission rates are one factor considered together with other factors. The Adviser will not be obligated to seek in advance competitive bidding or for the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its purported “posted” commission rate. The Adviser Adviser, in its discretion, may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the that transaction, provided that the Adviser determines has determined in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. The Adviser will not purchase securities at a higher price or sell securities at a lower price than would otherwise be paid if no weight was attributed to the services provided by the executing dealer. Research services furnished by the brokers or dealers through which the Fund Adviser effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients, although there can be no assurance of equality of treatment among all clients in accordance with the Adviser’s trade allocation policies and procedures so or that accounts with like any investment strategies are treated fairly and equitably over timewill be proportionally allocated among clients according to any particular or predetermined standards or criteria. In the event Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using with the average price of these transactions. The Adviser may may, on an aggregated basis, purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. The Adviser agrees to provide the Trust periodically with reports or other information regarding brokerage and benefits received therefrom. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the The Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and ), transactions in securities for which one of its affiliates is was a member of the underwriting syndicate, transactions in securities of which one of its affiliates or other advisory clients of the Adviser is the issuer, and investment in or deposits with such affiliates. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 3 of this Agreement or affiliated person any affiliate thereof, except in accordance with applicable law the U.S. federal securities laws and the policies rules and regulations thereunder, an order of exemption received from the SEC, and/or such procedures adopted as are determined necessary or appropriate by the BoardBoard and particularly the Trustees of the Trust who are not “interested persons” of the Trust (as defined in the 1940 Act) (the “Independent Trustees”). (d) In compliance The Adviser will maintain or oversee the maintenance of all books and records with respect to the requirements securities transactions conducted by it on behalf of Rule 31a-3 the Fund, or from any sub-adviser retained directly by the Adviser, or otherwise required under the provisions of the 1940 Act and/or the Advisers Act, and will furnish to the Board with such periodic and special reports as the Board may reasonably request. The Adviser hereby agrees that all books and records which it maintains for the Fund are the property of the Fund Trust and will be maintained in accordance with the provisions of the 1940 Act and the rules thereunder, and it agrees to preserve for six (6) years from the end of the fiscal year in which any transactions occurred, the first two (2) years in an easily accessible place, any books and records that it maintains for the Fund, and further agrees to surrender promptly to the Fund Trust any such books and records upon the Fund’s request. Adviser further agrees to preserve that it maintains for the periods prescribed Fund upon request by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 ActTrust. (e) The At such times as shall be reasonably requested by the Board, the Adviser will provide the Fund’s administrator Board with any assistance regarding economic and investment analyses and reports as well as quarterly reports setting forth the valuation investment performance of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the each Fund, including investment research and management with respect to all securities and securities, investments and cash equivalents in each Fund. The Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by each Fund. To carry out such decisions, the Adviser hereby is authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the FundTrust, to place orders and issue instructions with respect to those transactions of the Funds. The Adviser will exercise full discretion and act for each Fund in the same manner and with the same force and effect as such Fund itself might or could do with respect to purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. The Adviser will be responsible for preserving the confidentiality of information concerning the holdings, transactions, and business activities of each Trust and each Fund in conformity with the requirements of the 1940 Act, other applicable laws and regulations, and any policies that are approved by the Board. (b) The Adviser agrees that in placing will place orders pursuant to its investment determinations for each Fund either directly with the issuer or through other brokers. In the selection of brokers and dealersthe placement of orders for the purchase and sale of Fund investments for the Funds, the Adviser shall use its best efforts to obtain for the Funds the most favorable price and execution available, except to the extent it will attempt may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable executionexecution available, provided thatthe Adviser, subject to bearing in mind the provisions Trust’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the 1940 Acttransaction, the Securities Exchange Act nature of 1934the market for the security, as amended (the "Exchange Act") amount of the commission, the timing of the transaction taking into account market prices and to trends, the extent permitted reputation, experience and financial stability of the broker involved and the quality of service rendered by the Securities and Exchange Commission, (broker in other transactions. Subject to such policies as the “SEC”)Board may determine, the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any broker duty created by this Agreement or dealer on the basis otherwise solely by reason of its “posted” commission rate. The Adviser may cause the having caused a Fund to pay a broker that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting the transaction, provided that transaction if the Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and/or and research services provided by the broker such broker, viewed in terms of either that particular transaction or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies overall responsibilities with respect to the Trust and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all other clients of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, which the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicateexercises investment discretion. In no instance will portfolio securities or other investments of any Fund be purchased from or sold to the Adviser or any affiliated person of its affiliates the Adviser. The Trust agrees that any entity or person associated with any party with whom the Adviser has entered into an agreement pursuant that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 5 11(a) of this Agreement or affiliated person thereofthe Securities Exchange Act of 1934, except in accordance with applicable law as amended, and the policies rules thereunder, and procedures adopted by the BoardTrust has consented to the retention of compensation for such transactions. (c) The Adviser will report to the Board at each meeting thereof all changes in the Funds since the prior report, and also will keep the Board informed of important developments affecting the Trust, Funds and the Adviser, and on its own initiative, will provide the Board from time to time such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in a Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Fund maintains investments. The Adviser also make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of the Adviser. (d) In compliance The Adviser will from time to time employ or associate with such persons as the requirements Adviser believes to be particularly fitted to assist in the execution of Rule 31a-3 under the 1940 ActAdviser’s duties hereunder, the Adviser hereby agrees that all records which it maintains for cost of performance of such duties to be borne and paid by the Fund are Adviser. No obligation may be incurred on the property of the Fund and further agrees to surrender promptly to the Fund Trust’s behalf in any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actrespect. (e) The Adviser Adviser, unless and until otherwise directed by the Board, will provide exercise all rights of security holders with respect to securities held by each Fund, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held), and exercising rights in the Fund’s administrator with any assistance regarding the valuation context of a bankruptcy or other reorganization. (f) Any of the Fundforegoing functions with respect to any or all Funds may be delegated by the Adviser, at the Adviser’s portfolio investments expense, to another appropriate party (including an affiliated party), subject to such approval by the Board and shareholders of each affected Fund as may be required by the latter may reasonably request0000 Xxx. The Adviser shall oversee the performance of delegated functions by any such party and shall furnish to the Trust with quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable f (c) avorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (cd) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (de) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (ef) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, 267658531v.2 the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, . the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, . the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 3 la-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable f (c) avorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (cd) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (de) In compliance with the requirements of Rule 31a-3 31-a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 31-a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 31-a-1 under the 1940 Act. (ef) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Trust's Board of Directors (the “Board”)Trustees, the Adviser Manager will provide a complete and continuous investment program for the FundTrust's portfolio, including investment research and management with respect to all securities and securities, investments and cash equivalents in the portfolio. The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust. The Manager will provide the services under this Agreement in accordance with the Trust's investment objective, policies and restrictions as stated in the Trust's current Prospectus and Statement of Additional Information ("Prospectus"). The Manager will place orders pursuant to its investment determinations for the Fund. (b) The Adviser agrees Trust either directly with the issuer or through any brokers or dealers. In the selection of brokers or dealers and the placement of orders for the purchase and sale of portfolio investments for the Trust, the Manager shall use its best efforts to obtain for the Trust the most favorable price and execution available, except to the extent that in placing orders with brokers it may be permitted to pay higher brokerage commissions for brokerage and dealers, it will attempt research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable execution, provided that, subject to the provisions of the 1940 Actexecution available, the Securities Exchange Act Manager, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of 1934illustration, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilitiessize of the transaction, the broker’s or dealer’s reliability nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial responsibility, the ability stability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, involved and the research and other services provided quality of service rendered by that the broker or dealer in other transactions. Subject to such policies as the AdviserTrustees of the Trust may determine, notwithstanding that the Fund may Manager shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer on that provides brokerage and research services to the basis Manager an amount of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or and research services provided by the such broker or dealer dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Adviser. Research services furnished by Trust and to other clients of the brokers or dealers through Manager as to which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other Manager exercises investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicatediscretion. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser Manager or any affiliated per- son of its affiliates the Manager. The Trust agrees that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any party with whom transaction on such exchange for the Adviser account of the Trust which is permitted by Section ll(a) of the Securities Exchange Act of 1934 and Rule lla2-2(T) thereunder, and the Trust has entered into an agreement pursuant consented to Section 5 the retention of this Agreement or affiliated person thereof, except compensation for such transactions in accordance with applicable law Rule lla2-2(T)(a)(2)(iv). The Manager will provide the Board of Trustees of the Trust on a regular basis with economic and investment analyses and reports and make available to the policies Board upon request any economic, statistical and procedures adopted investment services normally available to institutional or other customers of the Manager. Any of the foregoing functions specified in this Paragraph 2 may be delegated by the Board. (d) In compliance with Manager, at the requirements Manager's expense, to the Xxxxxx Management Company, Inc. or another appropriate party, subject to such approval by the Board of Rule 31a-3 under Trustees and shareholders as may be required by the 1940 Act, . The Manager shall oversee the Adviser hereby agrees that all records which it maintains for the Fund are the property performance of the Fund delegated functions by any such party and further agrees to surrender promptly shall furnish to the Fund any such records upon Trust quarterly evaluations and analyses concerning the Fund’s request. Adviser further agrees to preserve for the periods prescribed performance of delegated responsibilities by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actthese parties. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Trust's Board of Directors (the “Board”)Trustees, the Adviser Manager will provide a complete and continuous investment program for the FundTrust's portfolio, including investment research and management with respect to all securities and securities, investments and cash equivalents in the portfolio. The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust. The Manager will provide the services under this Agreement in accordance with the Trust's investment objective, policies and restrictions as stated in the Trust's current Prospectus and Statement of Additional Information ("Prospectus"). The Manager will place orders pursuant to its investment determinations for the Fund. (b) The Adviser agrees that in placing Trust either directly with the issuer or through any brokers or dealers. In the selection of brokers or dealers and the placement of orders with brokers for the purchase and dealerssale of portfolio investments for the Trust, the Manager shall use its best efforts to obtain for the Trust the most favorable price and execution available, except to the extent it will attempt may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable execution, provided that, subject to the provisions of the 1940 Actexecution available, the Securities Exchange Act Manager, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of 1934illustration, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilitiessize of the transaction, the broker’s or dealer’s reliability nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial responsibility, the ability stability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, involved and the research and other services provided quality of service rendered by that the broker or dealer in other transactions. Subject to such policies as the AdviserTrustees of the Trust may determine, notwithstanding that the Fund may Manager shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer on that provides brokerage and research services to the basis Manager an amount of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser determines Manager de- termines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and/or and research services provided by the such broker or dealer dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Adviser. Research services furnished by Trust and to other clients of the brokers or dealers through Manager as to which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other Manager exercises investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicatediscretion. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser Manager or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereofof the Manager. The Trust agrees that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, except and the Trust has consented to the retention of compensation for such transactions in accordance with applicable law Rule 11a2-2(T)(a)(2)(iv). The Manager will provide the Board of Trustees of the Trust on a regular basis with economic and investment analyses and reports and make available to the policies Board upon request any economic, statistical and procedures adopted investment services normally available to institutional or other customers of the Manager. Any of the foregoing functions may be delegated by the Board. (d) In compliance with Manager, at the requirements Manager's expense, to Eagle Asset Management, Inc. or another appropriate party, subject to such approval by the Board of Rule 31a-3 under Trustees and shareholders as may be required by the 1940 Act, . The Manager shall oversee the Adviser hereby agrees that all records which it maintains for the Fund are the property performance of the Fund delegated functions by any such party and further agrees to surrender promptly shall furnish to the Fund any such records upon Trust quarterly evaluations and analyses concerning the Fund’s request. Adviser further agrees to preserve for the periods prescribed performance of delegated responsibilities by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actthose parties. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 3la-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s 's Board of Directors Trustees (the “"Board”"), the Adviser will provide be responsible for providing a complete and continuous investment program for the Fund's Portfolios, including the provision of investment research and management with respect to all securities and investments and cash equivalents purchased, sold or held in the Portfolios and the selection of brokers and dealers through which securities transactions for the respective Portfolios will be executed. In carrying out its responsibilities under this Agreement, the Adviser will at all times act in accordance with the investment objectives, policies and restrictions of each Portfolio as stated in the Fund. 's registration statement as it may be amended from time to time (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange ActRegistration Statement") as well as all applicable rules and to the extent permitted by regulations of the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider further agrees that it will: (a) promptly advise the full range Fund's custodian and quality accounting services agent of a broker’s or dealer’s services. Factors considered by each purchase and sale, as the Adviser in selecting brokers and dealers case may include the following: pricebe, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability made on behalf of each of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution Portfolios of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients specifying in each case: the name and quantity of the investment purchased or sold, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer and/or such other information as may be reasonably requested by the custodian and accounting services agent, all in such manner as may from time to time be reasonably requested by them; (b) provide, in a timely manner, such information as may be reasonably requested by the Fund or its authorized agent in connection with the computation of the net asset value and the net income of each Portfolio in accordance with the Adviser’s trade allocation policies and procedures so prescribed in the Registration Statement or as more frequently requested by the Board; provided, however, that accounts with like investment strategies are treated fairly and equitably over time. In the event it is Adviser shall not possible to obtain be responsible for any such computation or for the same price or time of execution for all calculation of the securities or other investments purchased or sold for net asset value per share of any of the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser.'s Portfolios; and (c) Subject render regular reports to the provisions Board concerning the Adviser's performance of its responsibilities under this Agreement and such other periodic and special reports as the 1940 Act, the Exchange Act and to the extent permitted by the SECBoard may request; in particular, the Adviser may engage on behalf agrees that it will attend meetings of the Fund in securities and other transactions with its affiliates (Board or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person validly constituted committees thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision and direction of the FundTrust’s Board of Directors Trustees (the “Board”), the Adviser will provide or arrange for the provision of a complete and continuous investment program for the each Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, ; provided that, subject to the provisions in compliance with Section 28(e) of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”)amended, the Adviser may may, in its discretion, purchase and sell portfolio Fund securities to and from brokers and dealers who provide the Adviser each Fund with research analysis, statistical or pricing advice, or similar services. The In selecting brokers and dealers, the Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, (i) the broker’s or dealer’s facilities, level of commissions; (ii) the broker’s or dealer’s reliability and financial responsibility, speed in effecting trades; (iii) the ability size of the broker or dealer order; (iv) the trading characteristics of the security; (v) the availability of accurate information affecting choices as to effect securities transactions, particularly with regard the most favorable market center for execution and the availability of technical aids to process such aspects as timing, order size information; (vi) the cost and difficulty of achieving an execution of orders, in a particular market center; and (vii) the research and other services provided by that broker or dealer to the Adviser (and the Adviser’s arrangements relating thereto) that are expected to enhance the Adviser’s general fund manager capabilities, notwithstanding that the each Fund may not be the direct or exclusive beneficiary of those services. While the Adviser may generally seek the best price in placing orders, each Fund may not necessarily be paying the lowest price available. Commission rates are one factor considered together with other factors. The Adviser will not be obligated to seek in advance competitive bidding or for the most favorable commission rate applicable to any particular transaction for the each Fund or to select any broker or dealer on the basis of its purported “posted” commission rate. The Adviser Adviser, in its discretion, may cause the each Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the that transaction, provided that the Adviser determines has determined in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. The Adviser will not purchase securities at a higher price or sell securities at a lower price than would otherwise be paid if no weight was attributed to the services provided by the executing dealer. Research services furnished by the brokers or dealers through which the Fund Adviser effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the each Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients, although there can be no assurance of equality of treatment among all clients in accordance with the Adviser’s trade allocation policies and procedures so or that accounts with like any investment strategies are treated fairly and equitably over timewill be proportionally allocated among clients according to any particular or predetermined standards or criteria. In the event Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the each Fund, transactions for the Fund may be reported by using with the average price of these transactions. The Adviser may may, on an aggregated basis, purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. Each Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. The Adviser agrees to provide the Trust periodically with reports or other information regarding brokerage and benefits received therefrom. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the The Adviser may engage on behalf of the each Fund in securities and other transactions with its affiliates (or other dealers) and ), transactions in securities for which one of its affiliates is was a member of the underwriting syndicate, transactions in securities of which one of its affiliates or other advisory clients of the Adviser is the issuer, and investment in or deposits with such affiliates. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 3 of this Agreement or affiliated person any affiliate thereof, except in accordance with applicable law the U.S. federal securities laws and the policies rules and regulations thereunder, an order of exemption received from the SEC, and/or such procedures adopted as are determined necessary or appropriate by the BoardBoard and particularly the Trustees of the Trust who are not “interested persons” of the Trust (as defined in the 1940 Act) (the “Independent Trustees”). (d) In compliance The Adviser will maintain or oversee the maintenance of all books and records with respect to the requirements securities transactions conducted by it on behalf of Rule 31a-3 each Fund, or from any sub-adviser retained directly by the Adviser, or otherwise required under the provisions of the 1940 Act and/or the Advisers Act, and will furnish to the Board with such periodic and special reports as the Board may reasonably request. The Adviser hereby agrees that all books and records which it maintains for the each Fund are the property of the Fund Trust and will be maintained in accordance with the provisions of the 1940 Act and the rules thereunder, and it agrees to preserve for six (6) years from the end of the fiscal year in which any transactions occurred, the first two (2) years in an easily accessible place, any books and records that it maintains for the Fund, and further agrees to surrender promptly to the Fund Trust any such books and records upon the Fund’s request. Adviser further agrees to preserve that it maintains for the periods prescribed Fund upon request by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 ActTrust. (e) The At such times as shall be reasonably requested by the Board, the Adviser will provide the Board with economic and investment analyses and reports as well as quarterly reports setting forth the investment performance of each Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), . the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, . the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 3l a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Trust's Board of Directors (the “Board”)Trustees, the Adviser Manager will provide a complete and continuous investment program for the FundTrust's portfolio, including investment research and management with respect to all securities and securities, investments and cash equivalents in the portfolio. The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust. The Manager will provide the services under this Agreement in accordance with the Trust's investment objective, policies and restrictions as stated in the Trust's current Prospectus and Statement of Additional Information ("Prospectus"). The Manager will place orders pursuant to its investment determinations for the Fund. (b) The Adviser agrees that in placing Trust either directly with the issuer or through any brokers or dealers. In the selection of brokers or dealers and the placement of orders with brokers for the purchase and dealerssale of portfolio investments for the Trust, the Manager shall use its best efforts to obtain for the Trust the most favorable price and execution available, except to the extent it will attempt may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable execution, provided that, subject to the provisions of the 1940 Actexecution available, the Securities Exchange Act Manager, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of 1934illustration, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilitiessize of the transaction, the broker’s or dealer’s reliability nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial responsibility, the ability stability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, involved and the research and other services provided quality of service rendered by that the broker or dealer in other transactions. Subject to such policies as the AdviserTrustees of the Trust may determine, notwithstanding that the Fund may Manager shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer on that provides brokerage and research services to the basis Manager an amount of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser Manager determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and/or and research services provided by the such broker or dealer dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Adviser. Research services furnished by Trust and to other clients of the brokers or dealers through Manager as to which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other Manager exercises investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicatediscretion. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser Manager or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance of the Manager. The Trust agrees that any entity or person associated with applicable law the Manager that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the policies Trust consents to the retention of compensation for such transactions. The Manager will provide the Board of Trustees of the Trust on a regular basis with economic and procedures adopted investment analyses and reports and make available to the Board upon request any economic, statistical and investment services normally available to institutional or other customers of the Manager. Any of the foregoing functions may be delegated by the Board. (d) In compliance with Manager, at the requirements Manager's expense, to Eagle Asset Management, Inc. or another appropriate party, subject to such approval by the Board of Rule 31a-3 under Trustees and shareholders as may be required by the 1940 Act, . The Manager shall oversee the Adviser hereby agrees that all records which it maintains for the Fund are the property performance of the Fund delegated functions by any such party and further agrees to surrender promptly shall furnish to the Fund any such records upon Trust quarterly evaluations and analyses concerning the Fund’s request. Adviser further agrees to preserve for the periods prescribed performance of delegated responsibilities by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actthose parties. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Trust's Board of Directors (the “Board”)Trustees, the Adviser Manager will provide a complete and continuous investment program for the FundTrust's portfolio, including investment research and management with respect to all securities and securities, investments and cash equivalents in the portfolio. The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust. The Manager will provide the services under this Agreement in accordance with the Trust's investment objective, policies and restrictions as stated in the Trust's current Prospectus and Statement of Additional Information ("Prospectus"). The Manager will place orders pursuant to its investment determinations for the Fund. (b) The Adviser agrees that in placing Trust either directly with the issuer or through any brokers or dealers. In the selection of brokers or dealers and the placement of orders with brokers for the purchase and dealerssale of portfolio investments for the Trust, the Manager shall use its best efforts to obtain for the Trust the most favorable price and execution available, except to the extent it will attempt may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable execution, provided that, subject to the provisions of the 1940 Actexecution available, the Securities Exchange Act Manager, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of 1934illustration, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilitiessize of the transaction, the broker’s or dealer’s reliability nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial responsibility, the ability stability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, involved and the research and other services provided quality of service rendered by that the broker or dealer in other transactions. Subject to such policies as the AdviserTrustees of the Trust may determine, notwithstanding that the Fund may Manager shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer on that provides brokerage and research services to the basis Manager an amount of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser Manager determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and/or and research services provided by the such broker or dealer dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the Adviser. Research services furnished by Trust and to other clients of the brokers or dealers through Manager as to which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other Manager exercises investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicatediscretion. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser Manager or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereofor the Manager. The Trust agrees that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, except and the Trust has consented to the retention of compensation for such transactions in accordance with applicable law Rule 11a2-2(T)(a)(2)(iv). The Manager will provide the Board of Trustees of the Trust on a regular basis with economic and investment analyses and reports and make available to the policies Board upon request any economic, statistical and procedures adopted investment services normally available to institutional or other customers of the Manager. Any of the foregoing functions may be delegated by the Board. (d) In compliance with Manager, at the requirements Manager's expense, to Eagle Asset Management, Inc. or another appropriate party, subject to such approval by the Board of Rule 31a-3 under Trustees and shareholders as may be required by the 1940 Act, . The Manager shall oversee the Adviser hereby agrees that all records which it maintains for the Fund are the property performance of the Fund delegated functions by any such party and further agrees to surrender promptly shall furnish to the Fund any such records upon Trust quarterly evaluations and analyses concerning the Fund’s request. Adviser further agrees to preserve for the periods prescribed performance of delegated responsibilities by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actthose parties. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with Popular Asset Management LLC (“Popular”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, Popular, or any affiliated person of either of them. as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 31 a-l under the 1940 Act. (ed) The Adviser will provide the Fund’s administrator Popular with any assistance regarding with regard to the valuation of the Fund’s portfolio investments as the latter may is reasonably requestrequested by Popular.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, . the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, . provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of or its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 31 a-3 under the 1940 Act, the Adviser hereby xxxxxx agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 31 a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, . (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “‘‘posted’” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 31a- 1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Trust's Board of Directors (the “Board”)Trustees, the Adviser Manager will provide a complete and continuous investment program for the FundTrust's portfolio, including investment research and management with respect to all securities and securities, investments and cash equivalents in the portfolio. The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust. The Manager will provide the services under this Agreement in accordance with the Trust's investment objective, policies and restrictions as stated in the Trust's current Prospectus and Statement of Additional Information ("Prospectus"). The Manager will place orders pursuant to its investment determinations for the Fund. (b) The Adviser agrees Trust either directly with the issuer or through any brokers or dealers. In the selection of brokers or dealers and the placement of orders for the purchase and sale of portfolio investments for the Trust, the Manager shall use its best efforts to obtain for the Trust the most favorable price and execution available, except to the extent that in placing orders with brokers it may be permitted to pay higher brokerage commissions for brokerage and dealers, it will attempt research services as described below. In using its best efforts to obtain the best net most favorable price and most favorable execution, provided that, subject to the provisions of the 1940 Actexecution available, the Securities Exchange Act Manager, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of 1934illustration, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilitiessize of the transaction, the broker’s or dealer’s reliability nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial responsibility, the ability stability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, involved and the research and other services provided quality of service rendered by that the broker or dealer in other transactions. Subject to such policies as the AdviserTrustees of the Trust may determine, notwithstanding that the Fund may Manager shall not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated deemed to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund have acted unlawfully or to select have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust to pay a broker or dealer on that provides brokerage and research services to the basis Manager an amount of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and/or and research services provided by the such broker or dealer dealer, viewed in terms of either that particular transa ction or the Manager's overall responsibilities with respect to the Adviser. Research services furnished by Trust and to other clients of the brokers or dealers through Manager as to which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other Manager exercises investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicatediscretion. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser Manager or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereofof the Manager. The Trust agrees that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section ll(a) of the Securities Exchange Act of 1934 and Rule lla2-2(T) thereunder, except and the Trust has consented to the retention of compensation for such transactions in accordance with applicable law Rule lla2-2(T)(a)(2)(iv). The Manager will provide the Board of Trustees of the Trust on a regular basis with economic and investment analyses and reports and make available to the policies Board upon request any economic, statistical and procedures adopted investment services normally available to institutional or other customers of the Manager. Any of the foregoing functions specified in this Paragraph 2 may be delegated by the Board. (d) In compliance with Manager, at the requirements Manager's expense, to the Xxxxxx Management Company, Inc. or another appropriate party, subject to such approval by the Board of Rule 31a-3 under Trustees and shareholders as may be required by the 1940 Act, . The Manager shall oversee the Adviser hereby agrees that all records which it maintains for the Fund are the property performance of the Fund delegated functions by any such party and further agrees to surrender promptly shall furnish to the Fund any such records upon Trust quarterly evaluations and analyses concerning the Fund’s request. Adviser further agrees to preserve for the periods prescribed performance of delegated responsibilities by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Actthese parties. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser Advisor will provide a complete and continuous investment program for the a Fund, including investment research and management with respect to all master limited partnership (“MLP”) interests, other securities and investments and investments, cash or cash equivalents held by a Fund. The Advisor will determine from time to time what MLPs, securities and other investments will be purchased, retained or sold by a Fund, and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objectives, policies and restriction, each as the same shall form time to time be in effect, and subject further to such policies and instructions as the Board may from time to time establish. The Advisor will exercise full discretion and act for a Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (b) The Adviser agrees that in placing Advisor will place orders pursuant to its investment determinations for a Fund either directly with the issuer or through other brokers including, without limitation, affiliated brokers. In the selection of brokers and dealersthe placement of orders for the purchase and sale of portfolio investments for a Fund, it will attempt the Advisor shall use its best efforts to obtain the best net price and most favorable qualitative execution, provided that, subject to taking into account such factors as price (including the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”applicable brokerage commission or dealer spread), the Adviser may purchase execution capability, financial responsibility and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability responsiveness of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the brokerage and research and other services provided by that the broker or dealer dealer. In using its best efforts to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or obtain the most favorable commission rate applicable to any particular transaction price and execution available, the Advisor, bearing in mind a Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the Fund security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved, the quality of service rendered by the broker in other transactions. Subject to such policies as the Board may determine, the Advisor shall not be deemed to have acted unlawfully or to select have breached any broker duty created by this Agreement or dealer on the basis otherwise solely by reason of its “posted” commission rate. The Adviser may cause having caused the Fund to pay a broker that provides brokerage and research services to the Advisor an amount of commission for effecting a portfolio investment transaction for the Fund in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the transaction, provided that the Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and/or and research services provided by such broker, viewed in terms of either that particular transaction or the broker Advisor’s overall responsibilities with respect to a Fund and to other clients of the Advisor or dealer its affiliates as to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase Advisor or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicateexercise investment discretion. In no instance will portfolio securities or other investments of the Funds be purchased from or sold to the Adviser Advisor or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance of the Advisor. The Trust agrees that any entity affiliated with applicable law the Advisor that is a registered broker-dealer under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority (FINRA) is authorized to effect any agency transaction or other transaction for the account of a Fund which is permitted under the 1940 Act and the policies procedures established by the Board, and procedures adopted that the Trust consents to the retention of compensation for such transactions. (c) The Advisor will assist the officers of the Trust in taking such steps as a necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust. The Advisor will provide to the Board on a regular basis any economic and investment analyses or reports concerning a Fund as are reasonably requested by the Board. (d) In compliance The Advisor will vote all proxies with respect to a Fund’s portfolio securities and provide to the Trust’s administrator a complete proxy voting record with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records information required to be maintained by Rule 31a-1 under the 1940 Actincluded in Form N-PX. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation Any of the Fundforegoing functions with respect to a Fund may be delegated by the Advisor, at the Advisor’s portfolio investments expense, to another appropriate party (including an affiliated party), subject to such approval by the Board and shareholders of the Fund as may be required by the latter may reasonably request1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish to the Board quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, . provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, . the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In ln no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, thereof except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with Popular Asset Management LLC (“Popular”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial Financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, Popular, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof. except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (ed) The Adviser will provide the Fund’s administrator Popular with any assistance regarding with regard to the valuation of the Fund’s portfolio investments as the latter may is reasonably requestrequested by Popular.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (and the “Board”)Manager, the Adviser Subadviser will provide a complete and continuous investment program for the Fund, including investment research and portfolio management with respect to all securities and securities, investments and cash equivalents of in the Fund's portfolio. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund or each Portfolio for which Subadviser has investment discretion. The Subadviser will exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (b) The Adviser agrees that in placing Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or through other brokers. In the selection of brokers and dealersthe placement of orders for the purchase and sale of portfolio investments for the Fund, it will attempt the Subadviser shall use its best efforts to obtain seek on behalf of the Fund the best net price and most favorable executionoverall terms available for any transaction, provided that, subject except to the provisions extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In assessing the best overall terms available, the Subadviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the 1940 Acttransaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the breadth of the market for the security, the reputation, experience, execution capability, reasonableness of the commission, if any, both for the specific transaction and on a continuing basis, and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. In evaluating the best overall terms available, and in selecting the broker to execute a particular transaction, the Subadviser is expressly authorized to consider the fact that a broker has furnished statistical, research or other information or services that enhance the Subadviser's investment research and portfolio management. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commissionamended, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund Subadviser may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated negotiate with and assign to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any a broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for that may exceed the Fund in excess of the amount commission that another broker or dealer would have charged for effecting the transaction, provided that transaction if the Adviser Subadviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the broker Fund or dealer the Subadviser's overall responsibilities to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its Subadviser's discretionary accounts and other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over timefunds. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Actaddition, the Exchange Act and Subadviser is authorized to take into account the extent permitted by the SEC, the Adviser may engage on behalf sale of shares of the Fund in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and other transactions dealers that are affiliated with its affiliates (the Manager, Subadviser or other dealers) and transactions in securities for which one of its affiliates is a member the Fund's distributor), provided that the Subadviser believes that the quality of the underwriting syndicatetransaction and the commission are comparable to what they would be with other qualified firms. In no instance will portfolio securities or other investments of the Fund be purchased from or sold to the Adviser Subadviser, Manager, the Fund's distributor or any affiliated person of its affiliates the foregoing persons. The Fund agrees that any entity or person associated with the Subadviser which is a member of a national securities exchange is authorized to effect any party with whom transaction on such exchange for the Adviser has entered into an agreement account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and that the Fund consents to the retention of compensation for such transactions by such entity or person. (c) The Subadviser will be responsible for periodically determining the interest rates and discount points for each Qualified Mortgage Loan originated by certain banks who participate in the ProLoan Program (as described in the Fund's current registration statement) pursuant to Section 5 the terms of this Agreement or affiliated person thereof, except in accordance with applicable law the agreement between the Fund and the policies banks originating such Qualified Mortgage Loans, and procedures adopted by for determining, in its sole discretion, whether to grant extensions of interest rate protection to a borrower with respect to the Boardborrower's Qualified Mortgage Loan. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser Subadviser will provide the Fund’s administrator Board of Directors on a regular basis with economic and investment analyses and reports and make available to the Board upon request any assistance regarding the valuation economic, statistical and investment services normally available to institutional or other customers of the Fund’s portfolio investments as the latter may reasonably requestSubadviser.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with Popular Asset Management LLC (“Popular”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of or 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, Popular, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (ed) The Adviser will provide the Fund’s administrator Popular with any assistance regarding with regard to the valuation of the Fund’s portfolio investments as the latter may is reasonably requestrequested by Popular.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s 's Board of Directors Trustees (the “"Board”"), the Adviser will provide be responsible for providing a complete and continuous investment program for the Fund's Portfolios, including the provision of investment research and management with respect to all securities and investments and cash equivalents purchased, sold or held in the Portfolios and the selection of brokers and dealers through which securities transactions for the respective Portfolios will be executed. In carrying out its responsibilities under this Agreement, the Adviser will at all times act in accordance with the investment objectives, policies and restrictions of each Portfolio as stated in the Fund. 's registration statement as it may be amended from time to time (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange ActRegistration Statement") as well as all applicable rules and to the extent permitted by regulations of the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider further agrees that it will: (a) promptly advise the full range Fund's custodian and quality accounting services agent of a broker’s or dealer’s services. Factors considered by each purchase and sale, as the Adviser in selecting brokers and dealers case may include the following: pricebe, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability made on behalf of each of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution Portfolios of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients specifying in each case; the name and quantity of the investment purchased or sold, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer and/or such other information as may be reasonably requested by the custodian and accounting services agent, all in such manner as may from time to time be reasonably requested by them; (b) provide, in a timely manner, such information as may be reasonably requested by the Fund or its authorized agent in connection with the computation of the net asset value and the net income of each Portfolio in accordance with the Adviser’s trade allocation policies and procedures so prescribed in the Registration Statement or as more frequently requested by the Board; provided, however, that accounts with like investment strategies are treated fairly and equitably over time. In the event it is Adviser shall not possible to obtain be responsible for any such computation or for the same price or time of execution for all calculation of the securities or other investments purchased or sold for net asset value per share of any of the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser.'s Portfolios; and (c) Subject render regular reports to the provisions Board concerning the Adviser's performance of its responsibilities under this Agreement and such other periodic and special reports as the 1940 Act, the Exchange Act and to the extent permitted by the SECBoard may request; in particular, the Adviser may engage on behalf agrees that it will attend meetings of the Fund in securities and other transactions with its affiliates (Board or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person validly constituted committees thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico (“UBS”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, UBS, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 31 a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide a complete and continuous investment program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents of the Fund; provided, that, all portfolio management decisions shall be determined jointly with UBS Asset Managers of Puerto Rico, a division of UBS Trust Company of Puerto Rico (“UBS”) as co-investment advisers. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), the Adviser may purchase and sell portfolio securities to and from brokers who provide the Adviser with research analysis, statistical or pricing advice, or similar services. The Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, the broker’s or dealer’s dealer·s facilities, the broker’s or dealer’s reliability and financial responsibility, the ability of the broker or dealer to effect securities transactions, particularly par1icularly with regard to such aspects as timing, order size and execution of orders, and the research and other services provided by that broker or dealer to the Adviser, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. The Adviser will not be obligated to seek in advance competitive bidding or the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its “posted” commission rate. The Adviser may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. Research services furnished by the brokers or dealers through which the Fund effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser, UBS, or any affiliated person of either of them, as defined in the 1940 Act, or with any party with whom the Adviser has entered into an agreement pursuant to Section 4 of this Contract or affiliated person thereof, except in accordance with procedures adopted by the Board. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all books and such accounts in a manner believed to be equitable to each account and in accordance with any procedures adopted by the Board. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients in accordance with the Adviser’s trade allocation policies and procedures so that accounts with like investment strategies are treated fairly and equitably over time. In the event it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using the average price of these transactions. The Adviser may purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and transactions in securities for which one of its affiliates is a member of the underwriting syndicate. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and procedures adopted by the Board. (d) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for Cor the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any such records upon the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The Adviser will provide the Fund’s administrator with any assistance regarding the valuation of the Fund’s portfolio investments as the latter may reasonably request.

Duties as Investment Adviser. (a) Subject to the supervision of the Fund’s Board of Directors (the “Board”), the Adviser will provide or arrange for the provision of a complete and continuous investment program for the Fund, including investment research and and/or management with respect to all securities and investments and cash equivalents of the Fund. (b) The Adviser agrees that in placing orders with brokers and dealers, it will attempt to obtain the best net price and most favorable execution, ; provided that, subject to the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to the extent permitted by the Securities and Exchange Commission, (the “SEC”), that the Adviser may may, in its discretion, purchase and sell portfolio Fund securities to and from brokers and dealers who provide the Adviser Fund with research analysis, statistical or pricing advice, or similar services. The In selecting brokers and dealers, the Adviser will consider the full range and quality of a broker’s or dealer’s services. Factors considered by the Adviser in selecting brokers and dealers may include the following: price, (i) the broker’s or dealer’s facilities, level of commissions; (ii) the broker’s or dealer’s reliability and financial responsibility, speed in effecting trades; (iii) the ability size of the broker or dealer order; (iv) the trading characteristics of the security; (v) the availability of accurate information affecting choices as to effect securities transactions, particularly with regard the most favorable market center for execution and the availability of technical aids to process such aspects as timing, order size information; (vi) the cost and difficulty of achieving an execution of orders, in a particular market center; and (vii) the research and other services provided by that broker or dealer to the Adviser (and the Adviser’s arrangements relating thereto) that are expected to enhance the Adviser’s general fund manager capabilities, notwithstanding that the Fund may not be the direct or exclusive beneficiary of those services. While the Adviser may generally seek the best price in placing orders, the Fund may not necessarily be paying the lowest price available. Commission rates are one factor considered together with other factors. The Adviser will not be obligated to seek in advance competitive bidding or for the most favorable commission rate applicable to any particular transaction for the Fund or to select any broker or dealer on the basis of its purported “posted” commission rate. The Adviser Adviser, in its discretion, may cause the Fund to pay a commission for effecting a transaction for the Fund in excess of the amount another broker or dealer would have charged for effecting the that transaction, provided that the Adviser determines has determined in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by the broker or dealer to the Adviser. The Adviser will not purchase securities at a higher price or sell securities at a lower price than would otherwise be paid if no weight was attributed to the services provided by the executing dealer. Research services furnished by the brokers or dealers through which the Fund Adviser effects securities transactions may be used by the Adviser in advising its other clients (including persons affiliated with the Adviser), and conversely, such research services furnished to the Adviser in connection with other clients may be used in advising the Fund. The Adviser will seek to allocate the opportunity to purchase or sell a security or other investment among advisory clients, although there can be no assurance of equality of treatment among all clients in accordance with the Adviser’s trade allocation policies and procedures so or that accounts with like any investment strategies are treated fairly and equitably over timewill be proportionally allocated among clients according to any particular or predetermined standards or criteria. In the event Where, because of prevailing market conditions, it is not possible to obtain the same price or time of execution for all of the securities or other investments purchased or sold for the Fund, transactions for the Fund may be reported by using with the average price of these transactions. The Adviser may may, on an aggregated basis, purchase or sell the same security for more than one client on an aggregated basis to obtain a favorable price to the extent permitted by applicable law. These orders may be averaged as to price and allocated as to amount according to each client’s daily purchase or sale orders or upon some other basis deemed equitable by the Adviser. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) Subject to the provisions of the 1940 Act, the Exchange Act and to the extent permitted by the SEC, the The Adviser may engage on behalf of the Fund in securities and other transactions with its affiliates (or other dealers) and ), transactions in securities for which one of its affiliates affiliates, as that term is defined under the 1940 Act, was a member of the underwriting syndicate, transactions in securities of which one of its affiliates or other advisory clients of the Adviser is the issuer, and investment in or deposits with such affiliates. In no instance will portfolio securities or other investments be purchased from or sold to the Adviser or any of its affiliates affiliated person or with any party with whom the Adviser has entered into an agreement pursuant to Section 5 Paragraph 3 of this Agreement or affiliated person thereof, except in accordance with applicable law and the policies and such procedures adopted as are determined necessary or appropriate by the Board, and particularly the Independent Directors (as defined in the Fund’s Code of Ethics). (d) In compliance The Adviser will, directly or through its agents, maintain or oversee the maintenance of all books and records with respect to the requirements securities transactions conducted by it on behalf of Rule 31a-3 the Fund, or from any sub-adviser retained directly by the Adviser, or otherwise required under the provisions of the 1940 Act, and will furnish to the Board with such periodic and special reports as the Board may reasonably request. The Adviser hereby agrees that all books and records which it maintains for the Fund are the property of the Fund and will be maintained in accordance with the provisions of the 1940 Act, and it agrees to preserve for six years, the first two years in an easily accessible place, any books and records that it maintains for the Fund, and further agrees to surrender promptly to the Fund any such books and records that it maintains for the Fund upon request by the Fund’s request. Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. (e) The the Adviser will provide shall vote all proxies solicited by or with respect to the issuers of securities invested in by the Fund’s administrator with any assistance regarding , subject to such policies and procedures as the valuation Board of Directors in a manner which best serves the interests of the Fund’s portfolio investments as shareholders. The Adviser may delegate proxy voting to a third-party company provided, however, that the latter may reasonably requestAdviser remains liable for the proxy voting.