Common use of Duties as Investment Adviser Clause in Contracts

Duties as Investment Adviser. (a) Subject to the supervision of the Board of Directors, the Advisor will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the Advisor, 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 transaction, 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 reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Fund and to other clients of the Advisor as to which the Advisor exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor or any affiliated person of the Advisor. (c) The Advisor shall make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the Advisor. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish the Fund 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 Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor Manager will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Manager will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Manager shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundTrust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors Trustees may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio The Trust agrees that any entity or person associated with the Manager that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Portfolio be purchased from or sold the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust consents to the Advisor or any affiliated person retention of the Advisorcompensation for such transactions. (c) The Advisor shall Manager will provide the Board of Trustees on a regular basis with economic and investment analyses and reports and make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorManager. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish the Fund 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 Board of DirectorsBoard, the Advisor will provide a continuous investment program for each Portfoliothe Fund, including investment research and management with respect to all securities, other investments and cash equivalents in each Portfolioheld by the Fund. The Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfoliothe Fund. The Advisor will exercise full discretion and act for each Portfolio the Fund in the same manner and with the same force and effect as such Portfolio 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 Advisor will place orders pursuant to its investment determinations for each Portfolio the Fund either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the PortfoliosFund, the Advisor shall use its best efforts to obtain for the Portfolios Fund the most favorable best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and execution available, except to responsiveness of the extent it may be permitted to pay higher brokerage commissions for broker or dealer and the brokerage and research services as described belowprovided by the broker or dealer. In using its best efforts to obtain the most favorable price and execution available, the Advisor, 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 transaction, 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 reputation, experience and financial stability of the broker involved and involved, the quality of service rendered by the broker in other transactions. Consistent with the Rules of the National Association of Securities Dealers, Inc., and subject to its obligation of seeking best qualitative execution, the Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions. Subject to such policies as the Board of Directors may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio 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 in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Fund and to other clients of the Advisor or its affiliates as to which the Advisor exercises or its affiliates exercise investment discretion. In no instance will portfolio securities of any Portfolio the Fund be purchased from or sold to the Advisor or any affiliated person of the Advisor. The Fund agrees that any entity or person associated with the Advisor which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the 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. (c) The Advisor shall make available will provide to the Board of Directors upon request on a regular basis any economic, statistical economic and investment services normally available to institutional analyses or other customers of reports concerning the AdvisorFund as are reasonably requested by the Board. (d) Any of the foregoing functions with respect to any or all Portfolios the Fund may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio the Fund as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish to the Fund with 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 Board of Directors, the Advisor will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor shall use its best efforts to obtain for the Portfolios the most favorable best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and execution available, except to responsiveness of the extent it may be permitted to pay higher brokerage commissions for broker or dealer and the brokerage and research services as described belowprovided by the broker or dealer. In using its best efforts to obtain the most favorable price and execution available, the Advisor, 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 transaction, 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 reputation, experience and financial stability of the broker involved and involved, the quality of service rendered by the broker in other transactions. Consistent with the Rules of the National Association of Securities Dealers, Inc., and subject to its obligation of seeking best qualitative execution, the Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions. Subject to such policies as the Board of Directors may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Fund and to other clients of the Advisor as to which the Advisor exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor or any affiliated person of the Advisor. The Fund agrees that any entity or person associated with the Advisor which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the 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. (c) The Advisor shall will provide the Board of Directors on a regular basis with economic and investment analyses and reports and make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the Advisor. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish to the Fund 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 Trust's Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor Manager will exercise full discretion provide the services under this Agreement in accordance with the investment objective, policies and act for each Portfolio restrictions as stated in the same manner Trust's current Prospectus and with the same force and effect as such Portfolio 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 Statement of such purchases, sales or other transactions. (b) Additional Information. The Advisor Manager will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through brokersany 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 Portfolios, the Advisor Manager shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundTrust'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 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 or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board Trustees of Directors the Trust may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker or dealer that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such brokerbroker or dealer, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor Manager or any affiliated person of the Advisor. (cManager. 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, and the Trust has consented to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Advisor shall 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 Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the Advisor. (d) Manager. Any of the foregoing functions with respect to any or all Portfolios may be delegated by the AdvisorManager, at the AdvisorManager's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors Trustees and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor Manager shall oversee the performance of delegated functions by any such party and shall furnish to the Fund 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 Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor Manager will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Manager will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other broker-dealers ("brokers"). In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Manager shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundAMR Trust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors Trustees may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund AMR Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio The AMR 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 any Portfolio be purchased from or sold the AMR Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the AMR Trust hereby consents to the Advisor or any affiliated person retention of the Advisorcompensation for such transactions. (c) The Advisor shall Manager will provide the Board of Trustees on a regular basis with economic and investment analyses and reports and make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorManager. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the AdvisorManager, at the AdvisorManager's expense, to another one or more appropriate party (parties, including an affiliated partyparty ("Advisers"), subject to such approval by the Board of Directors Trustees and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor shall In connection with any such delegation, the Manager shall: (i) oversee the performance of delegated functions by any such party Adviser and shall furnish the Fund AMR Trust with quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties; (ii) allocate the portion of each Portfolio's assets to be managed by an Adviser and coordinate the investment activities of the Advisers; (iii) if appropriate, recommend changes in Advisers or the addition of Advisers, subject to the necessary approvals under the 1940 Act; and (iv) be responsible for compensating the Advisers in the manner specified in its advisory agreements with the Advisers.

Duties as Investment Adviser. (a) Subject to the supervision of the Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor Manager will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Manager will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Manager shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundTrust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors Trustees may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor Manager or any affiliated person of the AdvisorManager. 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, as amended, and Rule lla2-2(T) thereunder, and the Trust has consented to the retention of compensation for such transactions in accordance with Rule lla2-2(T)(a)(2)(iv). (c) The Advisor shall Manager will provide the Board of Trustees on a regular basis with economic and investment analyses and reports and make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorManager. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the AdvisorManager, at the AdvisorManager's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors Trustees and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor Manager shall oversee the performance of delegated functions by any such party and shall furnish to the Fund 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 Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each PortfolioFund, including investment research and management with respect to all securities, investments and cash equivalents in each PortfolioFund. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each PortfolioFund. The Advisor Manager will exercise full discretion and act for each Portfolio Fund in the same manner and with the same force and effect as such Portfolio 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 Advisor Manager will place orders pursuant to its investment determinations for each Portfolio Fund either directly with the issuer or through other broker-dealers ("brokers"). In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the PortfoliosFunds, the Advisor Manager shall use its best efforts to obtain for the Portfolios Funds the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundSelect Trust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors Trustees may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio Fund to pay a broker that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund Select Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio The Select 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 any Portfolio be purchased from or sold the Select Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Select Trust hereby consents to the Advisor or any affiliated person retention of the Advisorcompensation for such transactions. (c) The Advisor shall Manager will provide the Board of Trustees on a regular basis with economic and investment analyses and reports and make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorManager. (d) Any of the foregoing functions with respect to any or all Portfolios Funds may be delegated by the AdvisorManager, at the AdvisorManager's expense, to another one or more appropriate party (parties, including an affiliated partyparty ("Advisers"), subject to such approval by the Board of Directors Trustees and shareholders of each affected Portfolio Fund as may be required by the 1940 Act. The Advisor shall In connection with any such delegation, the Manager shall: (i) oversee the performance of delegated functions by any such party Adviser and shall furnish the Fund Select Trust with quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties; (ii) allocate the portion of each Fund's assets to be managed by an Adviser and coordinate the investment activities of the Advisers; (iii) if appropriate, recommend changes in Advisers or the addition of Advisers, subject to the necessary approvals under the 1940 Act; and (iv) be responsible for compensating the Advisers in the manner specified in its advisory agreements with the Advisers.

Duties as Investment Adviser. (a) Subject to the supervision of the Board of DirectorsBoard, the Advisor Adviser will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. 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 Trust, to place orders and issue instructions with respect to those transactions of the Portfolios. The Advisor Adviser will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Adviser will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Adviser shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorAdviser, bearing in mind the FundTrust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors may determine, the Advisor Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorAdviser's overall responsibilities with respect to the Fund Trust and to other clients of the Advisor Adviser as to which the Advisor Adviser exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor Adviser or any affiliated person of the AdvisorAdviser. The Trust agrees that any entity or person associated with the Adviser 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 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the Trust has consented to the retention of compensation for such transactions. (c) The Advisor shall Adviser will report to the Board at each meeting thereof all changes in the Portfolios since the prior report, and also will keep the Board informed of important developments affecting the Trust, Portfolios 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 Portfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments. The Adviser also make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorAdviser. (d) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust's behalf in any such respect. (e) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the AdvisorAdviser, at the AdvisorAdviser's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor Adviser shall oversee the performance xxx xxrformance of delegated functions by any such party and shall furnish to the Fund 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 Board of DirectorsBoard, the Advisor will provide a continuous investment program for each Portfoliothe Fund, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolioheld by the Fund. The Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfoliothe Fund. The Advisor will exercise full discretion and act for each Portfolio the Fund in the same manner and with the same force and effect as such Portfolio 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 Advisor will place orders pursuant to its investment determinations for each Portfolio the Fund either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the PortfoliosFund, the Advisor shall use its best efforts to obtain for the Portfolios Fund the most favorable best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and execution available, except to responsiveness of the extent it may be permitted to pay higher brokerage commissions for broker or dealer and the brokerage and research services as described belowprovided by the broker or dealer. In using its best efforts to obtain the most favorable price and execution available, the Advisor, 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 transaction, 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 reputation, experience and financial stability of the broker involved and involved, the quality of service rendered by the broker in other transactions. Consistent with the Rules of the National Association of Securities Dealers, Inc., and subject to its obligation of seeking best qualitative execution, the Advisor may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions. Subject to such policies as the Board of Directors may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio 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 in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Advisor's overall responsibilities with respect to the Fund and to other clients of the Advisor or its affiliates as to which the Advisor exercises or its affiliates exercise investment discretion. In no instance will portfolio securities of any Portfolio the Fund be purchased from or sold to the Advisor or any affiliated person of the Advisor. The Fund agrees that any entity or person associated with the Advisor which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the 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. (c) The Advisor shall make available will provide to the Board of Directors upon request on a regular basis any economic, statistical economic and investment services normally available to institutional analyses or other customers of reports concerning the AdvisorFund as are reasonably requested by the Board. (d) Any of the foregoing functions with respect to any or all Portfolios the Fund may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio the Fund as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish to the Fund with 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 Board of DirectorsBoard, the Advisor Adviser will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. 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 Trust, to place orders and issue instructions with respect to those transactions of the Portfolios. The Advisor Adviser will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Adviser will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Adviser shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorAdviser, bearing in mind the FundTrust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors may determine, the Advisor Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorAdviser's overall responsibilities with respect to the Fund Trust and to other clients of the Advisor Adviser as to which the Advisor Adviser exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor Adviser or any affiliated person of the AdvisorAdviser. The Trust agrees that any entity or person associated with the Adviser 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 11(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and the Trust has consented to the retention of compensation for such transactions. (c) The Advisor shall Adviser will report to the Board at each meeting thereof all changes in the Portfolios since the prior report, and also will keep the Board informed of important developments affecting the Trust, Portfolios 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 Portfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments. The Adviser also make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the AdvisorAdviser. (d) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust's behalf in any such respect. (e) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the AdvisorAdviser, at the AdvisorAdviser's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act0000 Xxx. The Advisor Adviser shall oversee the performance of delegated functions by any such party and shall furnish to the Fund 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 Board of DirectorsTrustees, the Advisor Manager will provide a continuous investment program for each Portfolio, including investment research and management with respect to all securities, investments and cash equivalents in each Portfolio. The Advisor Manager will determine from time to time what securities and other investments will be purchased, retained or sold by each Portfolio. The Advisor Manager will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio 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 Advisor Manager will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer or through other broker-dealers ("brokers"). In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Advisor Manager shall use its best efforts to obtain for the Portfolios the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution available, the AdvisorManager, bearing in mind the FundMileage Trust'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 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 and the quality of service rendered by the broker in other transactions. Subject to such policies as the Board of Directors Trustees may determine, the Advisor Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Portfolio to pay a broker that provides brokerage and research services to the Advisor Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Advisor Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the AdvisorManager's overall responsibilities with respect to the Fund Mileage Trust and to other clients of the Advisor Manager as to which the Advisor Manager exercises investment discretion. In no instance will portfolio securities of any Portfolio be purchased from or sold to the Advisor or any affiliated person of the Advisor. (c) The Advisor shall make available to the Board of Directors upon request any economic, statistical and investment services normally available to institutional or other customers of the Advisor. (d) Any of the foregoing functions with respect to any or all Portfolios may be delegated by the Advisor, at the Advisor's expense, to another appropriate party (including an affiliated party), subject to such approval by the Board of Directors and shareholders of each affected Portfolio as may be required by the 1940 Act. The Advisor shall oversee the performance of delegated functions by any such party and shall furnish the Fund with quarterly evaluations and analyses concerning the performance of delegated responsibilities by those parties.