Common use of Duties of Adviser Clause in Contracts

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s 's Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. As investment adviser, the Adviser shall: (ai) The Advisermanage the investment and reinvestment of the assets of each Fund, at its expense(ii) continuously review, will furnish continuously an supervise and administer the investment program for the of each Fund, will determine(iii) determine in its discretion, the assets to be held uninvested, (iv) provide the Trust with records concerning the Adviser’s activities which are required to be maintained by the Trust and (v) render regular reports to the Trust’s officers and Board of Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the overall supervision oversight of the officers and the Board of Trustees of the TrustTrust and in compliance with the objectives, policies and limitations set forth in each Fund’s then effective prospectus and statement of additional information. The Adviser shall determine from time to time what securities and other investments shall will be purchased, heldretained, sold or exchanged by the each Fund and what portion, if any, portion of the assets of the Fund Fund’s portfolio will be held uninvestedin the various securities and other investments in which the Fund invests, and shallshall implement those decisions, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, all subject always to the provisions of the Trust’s Declaration of Trust and Bylaws By-Laws, as amended from time to time, the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and communicated to the Adviser. Subject to applicable provisions of the 1940 ActAct and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of a Fund in one or more investment companies. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost also provide advice and recommendations with respect to other aspects of the Fund all necessary office space business and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expenseFunds, shall place all orders for the purchase exercise voting rights, rights to consent to corporate action and sale of any other rights pertaining to a Fund’s portfolio securities for subject to such direction as the account Board may provide, and shall perform such other functions of the Fund with issuers, brokers or dealers selected investment management and supervision as may be directed by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretionBoard.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide periodic reports to the Board concerning the Adviser’s discharge of its duties and responsibilities under this Agreement as the Board shall reasonably request; (iii) shall vote, or in accordance with the Adviser’s proxy voting policies, procedures and guidelines cause to be voted, proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board; (iv) shall, on behalf as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser as able to provide “best execution” of such orders for the Funds. However, this responsibility shall not be deemed to obligate the Adviser to solicit competitive bids for each transaction. The Adviser agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the 0000 Xxx) of the Fund, make changes in the investments of the Fund. Subject always Adviser except pursuant to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of Trust and Bylaws and of the 1940 Act. The Adviserorders, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and or sale of portfolio securities for the account or other instruments on behalf of the Fund with issuerseach Fund, in selecting brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersto execute such orders, the Adviser will use its best efforts is expressly authorized to seek, on behalf of consider the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on fact that a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser’s research and research services (as those terms are defined portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which , as amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or in terms of all of the accounts over which Adviser’s overall responsibilities to the Adviser or any affiliate of the Adviser exercises investment discretion.Adviser’s discretionary accounts;

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees trustees of the Trust, the Adviser will also manageshall regularly provide the Trust with investment research, supervise advice, management and conduct the supervision and shall furnish a continuous investment program for each Fund consistent with each Fund's investment objective, policies and restrictions. The Adviser shall determine from time to time what securities or other affairs property shall be purchased, retained or sold by each Fund, and business of the Fund and matters incidental theretoshall implement those decisions, all subject always to the provisions of the Trust’s 's Declaration of Trust and Bylaws and of Trust, the 1940 Act. The , the applicable rules and regulations of the Securities and Exchange Commission, any other written limits or directions furnished by the trustees to the Adviser, and any affiliate thereofother applicable federal and state law, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as well as the services rendered investment objectives, policies and restrictions of the Trust as stated in its prospectus, as each of the foregoing may be amended from time to the Fund hereunder are not impairedtime. (b) The Adviser shall provideplace orders pursuant to its investment determinations for the Trust either directly with the issuer or with any broker, without cost to dealer or futures commission merchant (collectively, a "broker"). In the Fund all necessary office space selection of brokers and the services placing of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities investments for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersTrust, the Adviser will use shall seek to obtain 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 seek, on behalf of obtain for the FundTrust the most favorable price and execution available, the Adviser, bearing in mind the Trust's best overall terms available. In assessing the best overall terms available for any transactioninterests at all times, the Adviser shall consider all factors it deems relevant, including including, by way of illustration, price, the breadth size of the transaction, the nature of the market in for the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness amount of the commission, if any (for the specific timing of the transaction taking into account market prices and on a continuing basis). In evaluating trends, the best overall terms available reputation, experience and in selecting financial stability of the broker or dealer involved and the quality of service rendered by the broker in other transactions. Subject to execute a particular transactionsuch policies as the trustees may determine, the Adviser may also consider 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 the Trust to pay a broker that provides brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate an amount of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing effecting a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, if the Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or in terms of all the Adviser's overall responsibilities with respect to the Trust and to other clients of the accounts over Adviser as to which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Trust, and shall perform such other functions of management and supervision, as may be directed by the trustees. (c) The Adviser, at its expense, shall supply the trustees and officers of the Trust with statistical information and reports reasonably requested by them and reasonably available to the Adviser. The Adviser shall oversee the maintenance of all books and records with respect to the Trust's portfolio transactions in accordance with all applicable federal and state laws and regulations and shall perform such other administrative, bookkeeping or clerical duties as may be agreed upon by the parties. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that any records which it maintains for the Trust are the property of the Trust, and further agrees to surrender promptly to the Trust or its agents any of such records upon the Trust's request. The Adviser further agrees to arrange for the preservation of the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act. The Adviser shall authorize and permit any of its trustees, officers and employees who may be elected as trustees or officers of the Trust to serve in the capacities in which they are elected. The Adviser may enter into a contract with one or more other parties in which the Adviser delegates to such party or parties any or all of the duties specified in this sub-paragraph (c) of Paragraph 3. (d) Other than as herein specifically indicated, the Adviser shall not be responsible for the expenses of the Trust. Specifically (but without limitation), the Adviser shall not be responsible for any of the following expenses of the Trust, which expenses shall be borne by the Trust: advisory fees; distribution fees; interest; taxes; governmental fees; fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; the cost (including brokerage commissions or charges, if any) of securities or other property purchased or sold by the Trust and any losses in connection therewith; fees of custodians, transfer agents, registrars, fund accounting, administrators or other agents; legal expenses; expenses of preparing share certificates; expenses relating to the redemption or repurchase of the Trust's shares; expenses of registering and qualifying shares of the Trust for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Trust shareholders; costs of shareholders' and other meetings of the Trust; trustees' fees; audit fees; travel expenses of trustees who are not "interested persons" of the Adviser; and the Trust's pro rata portion of premiums on any fidelity bond and other insurance covering the Trust and its officers and trustees.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the FundFunds, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund Funds and what portion, if any, of the assets of the Fund Funds will be held uninvested, and shall, on behalf of the FundFunds, make changes in the investments of the FundFunds. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund Funds and matters incidental thereto, subject always to the provisions of the Trust’s Amended and Restated Agreement and Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund Funds hereunder are not impaired. The Trust acknowledges that it is possible that, based on the Funds’ investment objectives and policies, certain other funds or accounts managed by the Adviser or its affiliates may, at times, take investment positions or engage in investment techniques that are contrary to positions taken or techniques engaged in on behalf of a Fund. Notwithstanding the foregoing, the Adviser will at all times endeavor to treat all of its clients in a fair and equitable manner. (b) The Adviser shall provide, without cost to the Fund Funds, all necessary office space and the services of executive personnel for administering the affairs of the FundFunds. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account accounts of the Fund Funds with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the FundFunds, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the any Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Fund Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. (d) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other accounts, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the applicable Fund and to such other account. (e) The Adviser shall not be obligated under this Agreement to pay any expenses of or for the Trust or any of the Funds not expressly assumed by the Adviser pursuant to this Agreement. (f) The payment or assumption by the Adviser of any expenses of the Trust or any Fund that the Adviser is not obligated by this Agreement or otherwise to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expenses of the Trust or a Fund on any subsequent occasion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject Subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the general supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct shall manage the other affairs and business investment operations of each of the Fund Funds and matters incidental theretothe composition of each Fund’s assets, subject always including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of the Funds’ assets, furnish a continuous investment program for such Funds, determine from time to time what investments or securities will be purchased, retained or sold by the provisions Funds, and what portion of the assets will be invested or held uninvested as cash; (ii) shall render quarterly reports to the Trust’s Declaration officers and Board of Trust and Bylaws and Trustees concerning the Adviser’s discharge of the 1940 Act. The Adviserits responsibilities under this Agreement; (iii) shall vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved from time to time by the Trust; (iv) shall place orders pursuant to its determinations either directly with the issuer or with any affiliate thereof, shall be free to render similar services to broker and/or dealer or other investment companies and other clients and to engage person who deals in other activities, so long as the services rendered to securities in which the Fund hereunder are not impaired. (b) The Adviser shall providein question is trading. With respect to common and preferred stocks, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In in executing portfolio transactions and selecting brokers or dealers, the Adviser will shall use its best efforts judgment to seek, on behalf of the Fund, obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capabilities capability of the broker or dealer, and the reasonableness of the commission, if any (any, both for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the any Fund or and/or other accounts account over which the Adviser or any and/or an affiliate of the Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons the Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; and (v) may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts. (b) In addition, the Adviser shall provide the following ancillary services under this Agreement: (i) Prepare and file reports and proxy statements to the Trust’s shareholders, the periodic updating of the Trust’s Prospectus, Statement of Additional Information and Registration Statement, and other reports and documents required to be filed by the Trust with the Securities and Exchange Commission and other governmental bodies; (ii) in connection with its management of the Funds, monitor anticipated purchases and redemptions of creation units by shareholders and new investors; (iii) provide information and assistance as requested by the Administrator and Fund Accountant of the Trust in connection with the registration of the Trust’s shares in accordance with state and foreign securities requirements; (iv) provide assistance as requested by the Trust or its Administrator and Fund Accountant concerning the regulatory requirements applicable to investors that invest in the Trust; (v) develop and monitor investor programs for shareholders of the Trust, and assist in the coordination of such programs with programs offered separately by the Adviser to its clients; (vi) provide assistance in connection with the operations of the Trust generally; and (vii) provide other similar services as reasonably requested from time to time by the Board of Trustees of the Trust. (c) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (ii) shall act in conformity with the Trust Agreement, By-Laws, Registration Statement, Prospectus and Statement of Additional Information, Exemptive Order and instructions and directions of the Trustees of the Trust, and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings. (d) The Adviser is authorized to pay to shall: (i) comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; and (ii) maintain a broker policy and practice of conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of the Adviser. When the Adviser makes investment recommendations for a Fund, its investment advisory personnel will not inquire or dealer who provides such brokerage and research services a commission take into consideration whether the issuer of securities proposed for executing a portfolio transaction purchase or sale for the Fund which is Fund’s account are customers of its commercial banking department or the commercial banking department of any affiliated bank of the Adviser; and (iii) discharge the foregoing responsibilities subject to the control and supervision of the Board of Trustees of the Trust and in excess compliance with such policies the Trustees may from time to time establish, each Fund’s investment objectives and policies, as set forth in the then current Prospectus and Statement of Additional Information, and applicable laws and regulations. (e) The Adviser shall not, unless permitted by the Securities and Exchange Commission: (i) permit the Funds to execute transactions with the Adviser’s Bond Department; or (ii) permit the Funds to purchase certificates of deposit of the Adviser or its affiliate banks, commercial paper issued by the Adviser’s parent holding company or other securities issued or guaranteed by the Adviser, its parent holding company or their subsidiaries or affiliates. (f) The Adviser shall render to the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request. (g) The Adviser shall initially determine and make any subsequent modifications to the portfolio composition file (“PCF”); the PCF shall specify the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only ifthe cash component, the Adviser determines identity and number of shares of the securities to be accepted pursuant to each Fund’s benchmark index in good faith exchange for “Creation Units” for each Fund and the securities that such commission is reasonable in relation will be applicable that day to redemption requests received for each Fund (and may give directions to the value Trust’s custodian with respect to such designations). (h) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub- advisers, including but not limited to delegating the voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the brokerage management of each Fund’s assets pursuant to this Agreement and research services provided to applicable law. (i) The Adviser shall treat confidentially and as proprietary information of each Fund all records and other information relative to each Fund, and each Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate Fund. (j) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly, and shallor otherwise as requested by the Board, on behalf of the Fund, make changes in the investments of the Fund. Subject always reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired.responsibilities under this Agreement; (biii) The Adviser shall providevote proxies, without cost exercise consents and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the Fund all necessary office space voting policies and procedures approved by the services of executive personnel for administering the affairs of the Fund.Board; (civ) The Advisershall, at as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its own expense, shall place all duty to seek “best execution” of such orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the AdviserFunds. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its seeking “best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, execution” the Adviser shall consider all factors it deems relevant, including including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capabilities capability of the broker or dealer, and the reasonableness of the commission, if any (any. Whenever the Adviser places orders, or directs the placement of orders, for the specific transaction and purchase or sale of portfolio securities on a continuing basis). In evaluating the best overall terms available and behalf of each Fund, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser’s research and research services (as those terms are defined portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund as well as other fiduciary or agency accounts managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Funds required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund; (xi) will provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws; and (xii) may cause a Fund to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent a Fund on a creditors’ (or similar) committee. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the administrator cannot produce a net asset value for Shares of a Fund; (vi) immediately notify the Trust in the event that the Adviser or any affiliate of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Adviser respecting or relating to the Adviser or its affiliates that is not contained in the Trust’s registration statement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; (vii) not use inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser seek to obtain any such information; and (viii) The Adviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent any “Access Person” (as defined in Rule 17j-1) from violating its Code of Ethics. (d) The Adviser or its delegate shall initially determine and make any subsequent modifications to the portfolio composition file (“PCF”). The PCF shall specify the amount of the cash component, the identity and number of shares of the securities to be accepted pursuant to each Fund’s benchmark index in exchange for “Creation Units” for each Fund and the securities that will be applicable that day to redemption requests received for each Fund (and may give directions to the Trust’s custodian with respect to such designations). (e) In providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (f) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board members and approved in a manner consistent with the 1940 Act. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund’s assets pursuant to this Agreement and in accordance with applicable law. (g) The Adviser shall treat as confidential and proprietary information regarding each Fund, including of each Fund’s records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund. (h) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby. (i) The Adviser will promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or (iii) the controlling member of the Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser.

Duties of Adviser. (a) In providing the services set forth herein, the Adviser undertakes to afford to the Fund the advice and assistance of the Adviser's organization in the choice of investments and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and maintaining its organization, and to pay all promotional expenses, salaries and fees of all officers and directors who are interested persons of the Fund and for all clerical services relating to research, statistical and investment work. The Adviserinvestment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of its Board of Trustees. The Adviser may, at its expense, will furnish continuously an investment program for the Fund, will determine, subject employ one or more subadvisers. References herein to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected include any subadviser employed by the Adviser. In executing portfolio transactions and selecting The Adviser is authorized to select the brokers or dealersdealers that will execute the purchases and sales of securities of each Series. In making such selections, the Adviser will use its best efforts is authorized to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all such factors as it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capabilities exceution ability of the broker or dealer, and the reasonableness of the commission, if any (commissions both for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer The commission paid to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over may be higher than that which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission might be charged by another broker or dealer would have charged for effecting that transaction, if, but only if, the same transaction if a good faith determination is made by the Adviser determines in good faith that such commission is commissions are reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate overall responsibilities of the Adviser as to the accounts as to which it exercises investment discretion. In making such determination, the Adviser need not place or attempt to place a specific dollar value on such services or on the portion of the commission reflecting such services.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each of the Funds and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of the Funds’ assets, at its expense, will furnish continuously an a continuous investment program for the Fundsuch Funds, will determine, subject determine from time to the overall supervision of the Trustees of the Trust, time what investments shall or securities will be purchased, held, retained or sold or exchanged by the Fund Funds, and what portion, if any, portion of the assets of the Fund will be invested or held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always uninvested as cash; (ii) shall render to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and the Board quarterly reports concerning the Adviser’s discharge of Trust and Bylaws and of the 1940 Act. The Adviserits responsibilities under this Agreement; (iii) shall vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved from time to time by the Trust; (iv) shall place orders pursuant to its determinations either directly with the issuer or with any affiliate thereof, shall be free to render similar services to broker and/or dealer or other investment companies and other clients and to engage person who deals in other activities, so long as the services rendered to securities in which the Fund hereunder are not impaired. (b) The Adviser shall providein question is trading. With respect to common and preferred stocks, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In in executing portfolio transactions and selecting brokers or dealers, the Adviser will shall use its best efforts judgment to seek, on behalf of the Fund, obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capabilities capability of the broker or dealer, and the reasonableness of the commission, if any (any, both for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 19341934 (the “1934 Act”)) provided by such broker or dealer to the any Fund or and/or other accounts account over which the Adviser or any and/or an affiliate of the Adviser exercises investment discretion. With respect to securities other than common and preferred stocks, in placing orders with brokers, dealers or other persons the Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the extent the execution and price available from more than one broker, dealer or other such person are believed to be comparable, the Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other person on the basis of the Adviser’s opinion of the reliability and quality of such broker, dealer or such other person; and (v) may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts. (b) In addition, the Adviser shall provide the following ancillary services under this Agreement: (i) prepare and file reports and proxy statements to the Trust’s shareholders, the periodic updating of the Trust’s Prospectus, Statement of Additional Information and Registration Statement, and other reports and documents required to be filed by the Trust with the Commission and other governmental bodies; (ii) in connection with its management of the Funds, monitor anticipated purchases and redemptions of creation units by shareholders and new investors; (iii) provide information and assistance as requested by the Administrator and Fund Accountant of the Trust in connection with the registration of the Trust’s shares in accordance with state and foreign securities requirements; (iv) provide assistance as requested by the Trust or its Administrator and Fund Accountant concerning the regulatory requirements applicable to investors that invest in the Trust; (v) provide assistance in connection with the operations of the Trust generally; (vi) coordinate each Fund’s compliance with rules of the applicable securities exchange(s); (vii) establish, monitor and keep up-to-date the Funds’ website to comply with applicable law and the Exemptive Order; and (viii) provide other similar services as reasonably requested from time to time by the Board. (c) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (ii) shall act in conformity with the Trust Agreement, By-Laws, Registration Statement, Prospectus and Statement of Additional Information, Exemptive Order, rules of any securities exchange applicable to a Fund, the Trust’s policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act and instructions and directions of the Board. (d) The Adviser is authorized shall: (i) use its best efforts to pay to comply with all applicable Rules and Regulations of the Commission, the 1940 Act and all other applicable law, including rules of applicable securities exchanges; and (ii) maintain a broker policy and practice of conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of the Adviser. When the Adviser makes investment recommendations for a Fund, its investment advisory personnel will not inquire or dealer who provides such brokerage and research services a commission take into consideration whether the issuer of securities proposed for executing a portfolio transaction purchase or sale for the Fund which is Fund’s account are customers of its commercial banking department or the commercial banking department of any affiliated bank of the Adviser; and (iii) discharge the foregoing responsibilities subject to the control and supervision of the Board and in excess compliance with such policies the Trustees may from time to time establish, each Fund’s investment objectives and policies, as set forth in the then current Prospectus and Statement of Additional Information, and applicable laws and regulations. (e) The Adviser shall not, unless permitted by the Commission: (i) permit the Funds to execute transactions with the Adviser’s Bond Department; or (ii) permit the Funds to purchase certificates of deposit of the Adviser or its affiliate banks, commercial paper issued by the Adviser’s parent holding company or other securities issued or guaranteed by the Adviser, its parent holding company or their subsidiaries or affiliates. (f) The Adviser shall render to the Board such periodic and special reports as the Trustees may reasonably request. (g) The Adviser shall initially determine and make any subsequent modifications to the portfolio composition file (“PCF”); the PCF shall specify the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only ifthe cash component, the Adviser determines identity and number of shares of the securities to be accepted pursuant to each Fund’s benchmark index in good faith exchange for “Creation Units” for each Fund and the securities that such commission is reasonable in relation will be applicable that day to redemption requests received for each Fund (and may give directions to the value Trust’s custodian with respect to such designations). (h) The Adviser shall treat confidentially and as proprietary information of each Fund all records and other information relative to each Fund, and each Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Board, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Board. (i) The Adviser shall cooperate with and provide reasonable assistance to the Trust’s administrator, custodian and foreign custodian, transfer agent, officers and all other agents and representatives of the brokerage and research services provided Trust, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, provide prompt responses to reasonable requests made by such broker or dealer, viewed in terms persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate information. (j) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the TrustFund, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. The Adviser or an affiliate may enter into a separate agreement with the Fund, pursuant to which it may agree to manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust's Declaration of Trust and of the 0000 Xxx. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly, and shallor otherwise as requested by the Board, on behalf of the Fund, make changes in the investments of the Fund. Subject always reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired.responsibilities under this Agreement; (biii) The Adviser shall providevote proxies, without cost exercise consents and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the Fund all necessary office space voting policies and procedures approved by the services of executive personnel for administering the affairs of the Fund.Board; (civ) The Advisershall, at as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its own expense, shall place all duty to seek “best execution” of such orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the AdviserFunds. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its seeking “best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, execution” the Adviser shall consider all factors it deems relevant, including including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capabilities capability of the broker or dealer, and the reasonableness of the commission, if any (any. Whenever the Adviser places orders, or directs the placement of orders, for the specific transaction and purchase or sale of portfolio securities on a continuing basis). In evaluating the best overall terms available and behalf of each Fund, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser’s research and research services (as those terms are defined portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund as well as other fiduciary or agency accounts managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Funds required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund; (xi) will provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws; and (xii) may cause a Fund to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent a Fund on a creditors’ (or similar) committee. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser exercises investment discretion.Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the administrator cannot produce a net asset value for Shares of a Fund;

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly, and shallor otherwise as requested by the Board, on behalf of the Fund, make changes in the investments of the Fund. Subject always reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired.responsibilities under this Agreement; (biii) The Adviser shall providevote proxies, without cost exercise consents and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the Fund all necessary office space voting policies and procedures approved by the services of executive personnel for administering the affairs of the Fund.Board; (civ) The Advisershall, at as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its own expense, shall place all duty to seek “best execution” of such orders for the purchase and sale of portfolio securities for the account of the Fund Funds. It is understood in accordance with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund as well as other fiduciary or agency accounts managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Funds required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund; (xi) will provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws; and (xii) may cause a Fund to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent a Fund on a creditors’ (or similar) committee. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser exercises investment discretion.Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event that a Fund’s administrator cannot produce a net asset value for Shares of a Fund;

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the each Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the such Fund and what portion, if any, of the assets of the such Fund will be held uninvested, and shall, on behalf of the such Fund, make changes in the investments of the such Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the each Fund and matters incidental thereto, subject always to the provisions of the Trust’s 's Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the each Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund Funds, all necessary office space and the services of executive personnel for administering the affairs of the FundFunds. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the each Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the each Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the each Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the each Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always uninvested as cash; (ii) shall provide quarterly reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviserresponsibilities under this Agreement; (iii) shall vote proxies, exercise consents, and any affiliate thereof, shall be free exercise all other rights appertaining to render similar services to other investment companies securities and other clients assets held by each Fund in accordance with the voting policies and to engage in other activities, so long as procedures approved by the services rendered to the Fund hereunder are not impaired.Board; (biv) The shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser shall provide, without cost as able to the Fund all necessary office space and the services provide “best execution” of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all such orders for the Funds. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase and or sale of portfolio securities for the account on behalf of the Fund with issuerseach Fund, in selecting brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersto execute such orders, the Adviser will use its best efforts is expressly authorized to seek, on behalf of consider the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on fact that a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser’s research and research services (as those terms are defined portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or in terms of all of the accounts over which Adviser’s overall responsibilities to the Adviser or any affiliate of the Adviser exercises investment discretionAdviser’s discretionary accounts.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject Subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the general supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct shall manage the other affairs and business investment operations of each of the Fund Portfolios and matters incidental theretothe composition of each Portfolio's assets, subject always including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of the Portfolios, assets, furnish a continuous investment program for such Portfolios, determine from time to time what investments or securities will be purchased, retained or sold by the Portfolios, and what portion of the assets will be invested or held uninvested as cash; (ii) shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other persons who deal in the securities in which the Portfolio in question is dealing. In placing orders with brokers, dealers or other persons the Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the provisions extent the execution and price available from more than one broker, dealer or other such persons are believed to be comparable, the Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other persons on the basis of the Adviser's opinion of the reliability and quality of such broker, dealer or such other persons; and (iii) may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Portfolio as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best net price and execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Portfolio and to such other accounts. (b) The Adviser, in connection with its rights and duties with respect to the Trust, (i) shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (ii) shall act in conformity with the Trust Agreement, By- Laws, Registration Statement, Prospectus and Statement of Additional Information, the instructions and directions of the Trustees of the Trust’s Declaration of Trust , and Bylaws will use its best efforts to comply with and conform to the requirements of the 1940 ActAct and all other applicable federal and state laws, regulations and rulings. (c) The Adviser shall: (i) comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; and (ii) maintain a policy and practice of conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of the Adviser. When the Adviser makes investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolio's account are customers of its commercial banking department or the commercial banking department of any affiliated bank of the Adviser. (d) The Adviser shall not, unless permitted by the Securities and Exchange Commission: (i) permit the Portfolios to execute transactions with the Adviser's Bond Department; or (ii) permit the Portfolios to purchase certificates of deposit of the Adviser or its affiliate banks, commercial paper issued by the Adviser's parent holding company or other securities issued or guaranteed by the Adviser, its parent holding company or their subsidiaries or affiliates. (e) The Adviser shall render to the Trustees of the Trust such periodic and any affiliate thereof, special reports as the Trustees may reasonably request. (f) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies and other clients and to engage in other activities, companies) so long as the its services rendered to the Fund hereunder under this agreement are not impairedimpaired thereby. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the TrustFund, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. The Adviser or an affiliate may enter into a separate agreement with the Fund, pursuant to which it may agree to manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Fund's Declaration of Trust and of the 1940 Act. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all pxxxx xxx orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Subject to the general oversight of the Board, the Adviser shall manage the investment operations of the Trust and the composition of the Trust’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of the Trust’s assets, at its expense, will furnish continuously an a continuous investment program for the Fund, will determine, subject to Trust in accordance with the overall supervision Trust’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the Fund Trust and what portion, if any, portion of the assets of the Fund Trust will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly, and shallor otherwise as requested by the Board, on behalf of the Fund, make changes in the investments of the Fund. Subject always reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired.responsibilities under this Agreement; (biii) The Adviser shall providevote proxies, without cost exercise consents and exercise all other rights appertaining to securities and assets held by the Fund all necessary office space Trust in accordance with the voting policies and procedures approved by the services of executive personnel for administering the affairs of the Fund.Board; (civ) The Advisershall, at as appropriate, select broker-dealers to execute portfolio transactions for the Trust. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its own expense, shall place all duty to seek “best execution” of such orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the AdviserTrust. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its seeking “best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, execution” the Adviser shall consider all factors it deems relevant, including including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capabilities capability of the broker or dealer, and the reasonableness of the commission, if any (any. Whenever the Adviser places orders, or directs the placement of orders, for the specific transaction and purchase or sale of portfolio securities on a continuing basis). In evaluating behalf of the best overall terms available and Trust, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser’s research and research services (as those terms are defined portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms of either that particular transaction or in terms of all of the Trust or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Trust as well as other fiduciary or agency accounts over managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Trust and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of the Trust, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of the Trust, monitor anticipated purchases, repurchases, and redemptions (if any) of the Trust’s shares of beneficial interest (“Shares”) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of the Trust in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in the Trust; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that the Trust may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding the Trust; (xi) will provide the Trust with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor the Trust’s compliance with investment policies and restrictions as set forth in filings made by the Trust under the federal securities laws; and (xii) may cause the Trust to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent the Trust on a creditors’ (or similar) committee. (b) Subject to the general oversight of the Board of Trustees of the Trust, the Adviser shall provide the following services to the Trust: (i) The Adviser shall supervise and coordinate matters relating to the operation of the Trust, including any necessary coordination among the administrator, distributor, custodian, transfer agent, dividend disbursing agent, securities lending agent, fund accounting agent or recordkeeping agent, valuation or pricing agents, independent public accountants, attorneys and other parties performing services or operational functions for the Trust. (ii) The Adviser shall maintain or supervise the maintenance by third parties of such books and records of the Trust as may be required by applicable federal or state law, other than the books and records maintained under this Agreement. (iii) The Adviser shall take such other action with respect to the Trust as may be required by applicable law, including without limitation the rules and regulations of the SEC, the Commodity Futures Trading Commission (“CFTC”), state securities commissions and other governmental and regulatory agencies. Such actions shall include, but are not limited to: establishment and maintenance of a compliance program in accordance with Rule 38a-1 under the 1940 Act, support of the Trust’s Chief Compliance Officer, and systems and procedures necessary to effectuate the Trust’s compliance program. (c) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the holders of the Trust’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, the Trust or to holders of the Trust’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (d) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage the Trust so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser; (iv) discharge the foregoing responsibilities subject to the oversight of the Board and in compliance with such policies and procedures of the Trust (regarding the Trust) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the administrator cannot produce a net asset value for Shares of the Trust; (vi) immediately notify the Trust in the event that the Adviser or any affiliate of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Adviser respecting or relating to the Adviser or its affiliates that is not contained in the Trust’s registration statement regarding the Trust, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; (vii) not use inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser seek to obtain any such information; and (viii) The Adviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent any “Access Person” (as defined in Rule 17j-1) from violating its Code of Ethics. (e) In providing investment advisory services to the Trust, the Adviser will provide the Trust with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (f) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the voting of proxies relating to the Trust’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board members and approved in a manner consistent with the 1940 Act. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of the Trust’s assets pursuant to this Agreement and in accordance with applicable law. (g) The Adviser shall treat as confidential and proprietary information regarding the Trust, including of the Trust’s records and other information relative to the Trust and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. (h) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby. (i) The Adviser will promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or (iii) the controlling member of the Adviser or the portfolio manager of the Trust changes or there is otherwise an actual change in control or management of Adviser.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision ’s Prospectus and Statement of the Trustees Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly, and shallor otherwise as requested by the Board, on behalf of the Fund, make changes in the investments of the Fund. Subject always reports to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration officers and Board concerning the Adviser’s discharge of Trust its duties and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired.responsibilities under this Agreement; (biii) The Adviser shall providevote proxies, without cost exercise consents and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the Fund all necessary office space voting policies and procedures approved by the services of executive personnel for administering the affairs of the Fund.Board; (civ) The Advisershall, at as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its own expense, shall place all duty to seek “best execution” of such orders for the purchase and sale of portfolio securities for the account of the Fund Funds. It is understood in accordance with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended (“1934 Act”), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund as well as other fiduciary or agency accounts managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Funds required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, monitor anticipated purchases and redemptions of Shares (including creation units in case of an Exchange traded fund) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund; (xi) will provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws; and (xii) may cause a Fund to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent a Fund on a creditors’ (or similar) committee. (xiii) The Adviser hereby voluntarily agrees to waive and/or reimburse all expenses of the Fund in order to maintain the Fund’s total annual fund operating expenses at 0.36%-0.40% of the average daily net assets of the Fund. The Adviser may, at its sole discretion, modify or terminate this voluntary waiver without notice to the Fund. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser exercises investment discretion.Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event that a Fund’s administrator cannot produce a net asset value for Shares of a Fund;

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund's assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund's assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision 's Prospectus and Statement of the Trustees Additional Information ("SAI") included as part of the Trust's registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly reports to the Trust's officers and Board concerning the Adviser's discharge of its duties and responsibilities under this Agreement; (iii) shall vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board; (iv) shall, on behalf of the Fundas appropriate, make changes in the investments of the select broker-dealers to execute portfolio transactions for each Fund. Subject always to the supervision of the Trustees of the Trust, All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser will also manage, supervise and conduct the other affairs and business as able to provide "best execution" of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all such orders for the Funds. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase and or sale of portfolio securities for the account on behalf of the Fund with issuerseach Fund, in selecting brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersto execute such orders, the Adviser will use its best efforts is expressly authorized to seek, on behalf of consider the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on fact that a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser's research and research services (as those terms are defined portfolio management capability generally. It is further understood, in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended ("1934 Act"), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser's overall responsibilities to the Adviser's discretionary accounts; (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund, as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) shall assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI and other reports and documents for each Fund required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, shall monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) shall provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; and (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectuses, SAIs, the Trust's exemptive orders, and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund's Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund's Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) immediately notify the Trust in the event that the Adviser or any affiliate of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Adviser respecting or relating to the Adviser or its affiliates that is not contained in the Trust's registration statement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; and (vi) not use inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser seek to obtain any such information. (d) The Adviser initially determine and make any subsequent modifications to the portfolio composition file ("PCF"). The PCF shall specify the amount of the cash component, the identity and number of shares of the securities to be accepted pursuant to each Fund's benchmark index in exchange for "Creation Units" for each Fund and the securities that will be applicable that day to redemption requests received for each Fund (and may give directions to the Trust's custodian with respect to such designations). (e) in providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (f) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the voting of proxies relating to a Fund's portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board members and approved in a manner consistent with the 1940 Act. However, no such no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund's assets pursuant to this Agreement and in accordance with applicable law. (g) The Adviser shall treat as confidential and proprietary information regarding each Fund, including the records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund. (h) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby. (i) The Adviser will promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or (iii) the chief executive officer or controlling stockholder (or partners) of the Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject Subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the general supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct shall manage the other affairs and business investment operations of each of the Fund Portfolios and matters incidental theretothe composition of each Portfolio's assets, subject always including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of the Portfolios, assets, furnish a continuous investment program for such Portfolios, determine from time to time what investments or securities will be purchased, retained or sold by the Portfolios, and what portion of the assets will be invested or held uninvested as cash; (ii) shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other persons who deal in the securities in which the Portfolio in question is dealing. In placing orders with brokers, dealers or other persons the Adviser shall attempt to obtain the best net price and execution of its orders, provided that to the provisions extent the execution and price available from more than one broker, dealer or other such persons are believed to be comparable, the Adviser may, at its discretion but subject to applicable law, select the executing broker, dealer or such other persons on the basis of the Adviser's opinion of the reliability and quality of such broker, dealer or such other persons; and (iii) may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Portfolio as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best net price and execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Portfolio and to such other accounts. (b) The Adviser, in connection with its rights and duties with respect to the Trust, (i) shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (ii) shall act in conformity with the Trust Agreement, By-Laws, Registration Statement, Prospectus and Statement of Additional Information, the instructions and directions of the Trustees of the Trust’s Declaration of Trust , and Bylaws will use its best efforts to comply with and conform to the requirements of the 1940 ActAct and all other applicable federal and state laws, regulations and rulings. (c) The Adviser shall: (i) comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; and (ii) maintain a policy and practice of conducting its investment advisory services hereunder independently of its commercial banking operations and those of any affiliated bank of the Adviser. When the Adviser makes investment recommendations for a Portfolio, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Portfolio's account are customers of its commercial banking department or the commercial banking department of any affiliated bank of the Adviser. (d) The Adviser shall not, unless permitted by the Securities and Exchange Commission: (i) permit the Portfolios to execute transactions with the Adviser's Bond Department; or (ii) permit the Portfolios to purchase certificates of deposit of the Adviser or its affiliate banks, commercial paper issued by the Adviser's parent holding company or other securities issued or guaranteed by the Adviser, its parent holding company or their subsidiaries or affiliates. (e) The Adviser shall render to the Trustees of the Trust such periodic and any affiliate thereof, special reports as the Trustees may reasonably request. (f) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies and other clients and to engage in other activities, companies) so long as the its services rendered to the Fund hereunder under this agreement are not impairedimpaired thereby. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s 's Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(eSection (e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the TrustFund, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. The Adviser or an affiliate may enter into a separate agreement with the Fund, pursuant to which it may agree to manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and of the 1000 Xxx. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an Adviser shall act as investment program for the Fund, will determine, subject manager to the overall supervision Funds and shall supervise investments of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, Funds on behalf of the FundFunds in accordance with the investment objectives, make changes programs and restrictions of the Funds as provided in the investments Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust, By-Laws, Prospectus, and Statement of Additional Information, and such other limitations as the Trustees may impose from time to time in writing to the Adviser. Without limiting the generality of the Fund. Subject always to the supervision of the Trustees of the Trustforegoing, the Adviser will also manage, supervise shall: (i) furnish the Funds with advice and conduct the other affairs and business of the Fund and matters incidental thereto, subject always recommendations with respect to the provisions investment of the Trusteach Fund’s Declaration of Trust assets and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account Funds, including the taking of such other steps as may be necessary to implement such advice and recommendations; (ii) retain, recommend employment and termination of, and monitor the performance of any Sub-advisers pursuant to Section 1 of this Agreement, subject to the ultimate supervision and oversight of the Fund Trust’s Board of Trustees; (iii) furnish the Funds with issuersreports, brokers statements and other data on securities, economic conditions and other pertinent subjects which the Trust’s Board of Trustees may reasonably request; (iv) upon request of the Board of Trustees, provide persons satisfactory to the Trust’s Board of Trustees to act as officers of the Trust, but not including personnel to provide administrative services to the Funds; and (v) render to the Trust’s Board of Trustees such periodic and special reports with respect to each Fund’s investment activities as the Board may reasonably request. (b) With respect to those Funds and portions of Funds not managed by a Sub-adviser, the Adviser shall place orders for the purchase and sale of securities either directly with the issuer or dealers with a broker or dealer selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersplacing each Fund’s securities trades, it is recognized that the Adviser will use its best efforts give primary consideration to seeksecuring the most favorable price and efficient execution, on behalf in a reasonable effort to ensure that each Fund’s total cost or proceeds in each transaction will be the most favorable under all the circumstances. Within the framework of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transactionthis policy, the Adviser may also consider the financial responsibility, research and investment information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is also understood that it is desirable for the Funds that the Adviser have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Funds than might result from the allocation of brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and sale of securities for the Funds may be made with brokers who provide such research services (as those terms are defined in and analysis, subject to review by the Trust’s Board of Trustees from time to time and consistent with Section 28(e) of the Securities and Exchange Act of 1934) provided , as amended (as interpreted by such broker or dealer to the Fund or other accounts over SEC and its staff). It is understood by both parties that the Adviser may select broker-dealers for the execution of the Funds’ portfolio transactions that provide research and analysis which the Adviser may lawfully and appropriately use in its investment management and advisory capacities, whether or any affiliate not such research and analysis may also be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of one or more of the Adviser exercises investment discretionFunds as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. The Adviser is authorized to pay to a broker or dealer who provides In such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess event, allocation of the amount of commission another broker securities so purchased or dealer would have charged for effecting that sold, as well as the expenses incurred in the transaction, if, but only if, will be made by the Adviser determines in good faith that such commission is reasonable in relation the manner it considers to be the most equitable under the circumstances and consistent with its fiduciary obligations to the value of the brokerage Funds and research services provided by to such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretionother clients.

Duties of Adviser. (a) The Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund's assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund's assets, at its expense, will furnish continuously an a continuous investment program for the each Fund in accordance with each Fund, will determine, subject to the overall supervision 's Prospectus and Statement of the Trustees Additional Information ("SAI") included as part of the Trust's registration statement filed with the SEC, and shall determine, from time to time, what investments shall or securities will be purchased, held, retained or sold or exchanged by the each Fund and what portion, if any, portion of the assets of the each Fund will be invested or held uninvesteduninvested as cash; (ii) shall provide quarterly reports to the Trust's officers and Board concerning the Adviser's discharge of its duties and responsibilities under this Agreement; (iii) shall vote proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board; (iv) shall, on behalf of the Fundas appropriate, make changes in the investments of the select broker-dealers to execute portfolio transactions for each Fund. Subject always to the supervision of the Trustees of the Trust, All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser will also manage, supervise and conduct the other affairs and business as able to provide "best execution" of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all such orders for the Funds. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase and or sale of portfolio securities for the account on behalf of the Fund with issuerseach Fund, in selecting brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealersto execute such orders, the Adviser will use its best efforts is expressly authorized to seek, on behalf of consider the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on fact that a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transactionhas furnished statistical, research or other information or services that may enhance the Adviser may also consider the brokerage Adviser's research and research services (as those terms are defined portfolio management capability generally. It is further understood, in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which 1934 Act, amended ("1934 Act"), that the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to may use a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for whose commissions on transactions may exceed the Fund which is in excess of the amount of commission commissions that another broker or dealer would have charged for effecting the transactions, provided that transaction, if, but only if, the Adviser determines in good faith that such the amount of commission is charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction each Fund or the Adviser's overall responsibilities to the Adviser's discretionary accounts; (v) may, on occasions when it deems the purchase or sale of a security to be in terms the best interests of all a Fund, as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the accounts over securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) shall assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI and other reports and documents for each Fund required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, shall monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) shall provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; and (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund. (b) The Adviser, in connection with its rights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectuses, SAIs the Trust's exemptive orders, and instructions and directions of the Board members and will use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund's Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund's Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser; (iv) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) immediately notify the Trust in the event that the Adviser or any affiliate of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Adviser respecting or relating to the Adviser or its affiliates that is not contained in the Trust's registration statement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; and (vi) not use inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser seek to obtain any such information. (d) The Adviser shall initially determine and make any subsequent modifications to the portfolio composition file ("PCF"). The PCF shall specify the amount of the cash component, the identity and number of shares of the securities to be accepted pursuant to each Fund's benchmark index in exchange for "Creation Units" for each Fund and the securities that will be applicable that day to redemption requests received for each Fund (and may give directions to the Trust's custodian with respect to such designations). (e) In providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (f) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the voting of proxies relating to a Fund's portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board members and approved in a manner consistent with the 1940 Act. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund's assets pursuant to this Agreement and in accordance with applicable law. (g) The Adviser shall treat as confidential and proprietary information regarding each Fund, including each Fund's records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund. (h) The services of the Adviser exercises hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment discretioncompanies) so long as its services under this Agreement are not impaired thereby. (i) The Adviser will promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or (iii) the chief executive officer or controlling stockholder (or partners) of the Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser.

Duties of Adviser. (a) Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser: (i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash; (ii) shall provide quarterly, or otherwise as requested by the Board, reports to the Trust’s officers and Board concerning the Adviser’s discharge of its duties and responsibilities under this Agreement; (iii) shall vote proxies, exercise consents and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board; (iv) shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser in accordance with its duty to seek “best execution” of such orders for the Funds. It is understood in accordance with Section 28(e) of Securities Exchange Act of 1934 Act, amended (“1934 Act”), that the Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts. (v) may, on occasions when it deems the purchase or sale of a security to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Adviser, as applicable, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts; (vi) assist in the preparation and filing of reports and proxy statements (if any) to the shareholders of each Fund, the periodic updating of the registration statement, Prospectus, SAI, and other reports and documents for the Funds required to be filed by the Trust with the SEC and other governmental bodies; (vii) in connection with its management of each Fund, monitor anticipated purchases and redemptions of Shares (including creation units) by shareholders and new investors; (viii) provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable federal, state and foreign securities law requirements and regulatory requirements applicable to investors in each Fund; (ix) will furnish to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust or the Board may reasonably request; (x) will furnish to the Board such periodic and special reports as the Board members may reasonably request. In addition, the Adviser agrees to furnish to the Board all currently available standardized performance information and other customary data regarding each Fund; (xi) will provide the Funds with office space, facilities, equipment and necessary personnel and such other services as the Adviser, subject to review by the Board, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Funds, shall conduct relations with custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Adviser generally shall monitor each Fund’s compliance with investment policies and restrictions as set forth in filings made by the Fund under the federal securities laws; and (xii) may cause a Fund to commence, join in, consent to or oppose the reorganization, recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the finances of any person or the securities or other property thereof, and to deposit any securities or other property with any protective, reorganization or similar committee. Without limiting the generality of the foregoing, the Adviser may represent a Fund on a creditors’ (or similar) committee. (b) The Adviser, at in connection with its expenserights and duties with respect to the Trust: (i) shall use its best judgment in rendering its services under this Agreement and shall use care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (ii) shall act in conformity with the Declaration of Trust, By-Laws, registration statement, Prospectus, SAI, the Trust’s exemptive order(s), and instructions and directions of the Board members and will furnish continuously an use its best efforts to comply with and conform to the requirements of the 1940 Act and all other applicable federal and state laws, regulations and rulings; and (iii) shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund or the holders of each Fund’s Shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, each Fund or to holders of each Fund’s Shares to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement or otherwise for breach of this Agreement. (c) The Adviser shall: (i) comply with and conduct its activities under this Agreement in accordance with all applicable securities and tax law and rules, including compliance with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”), and all other applicable federal and state laws and regulations; (ii) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment program for company under Subchapter M of the Fund, will determine, Internal Revenue Code and the regulations thereunder; (iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the operations of any affiliate of the Adviser; (iv) discharge the foregoing responsibilities subject to the overall control and supervision of the Trustees Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish; (v) assist the Trust in determining the fair value of portfolio securities when market quotations are not readily available, tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event that a Fund’s administrator cannot produce a net asset value for Shares of a Fund; (vi) immediately notify the Trust in the event that the Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Adviser respecting or relating to the Adviser or its affiliates that is not contained in the Trust’s registration statement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereon, and of any statement contained therein that becomes untrue in any material respect; (vii) not use inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser seek to obtain any such information; and (viii) The Adviser will maintain a written code of ethics (the “Code of Ethics”) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, what investments and will institute procedures reasonably necessary to prevent any “Access Person” (as defined in Rule 17j-1) from violating its Code of Ethics. (d) The Adviser or its delegate shall initially determine and make any subsequent modifications to the portfolio composition file (“PCF”). The PCF shall specify the amount of the cash component, the identity and number of shares of the securities to be purchased, held, sold or exchanged by the accepted pursuant to each Fund’s benchmark index in exchange for “Creation Units” for each Fund and what portion, if any, of the assets of the Fund securities that will be held uninvested, applicable that day to redemption requests received for each Fund (and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always may give directions to the supervision of the Trustees of the Trust’s custodian with respect to such designations). (e) In providing investment advisory services to each Fund, the Adviser will also manageprovide each Fund with ongoing investment guidance, supervise policy direction, including oral and conduct written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. (f) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the other affairs voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and business procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Fund Board members and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of approved in a manner consistent with the 1940 Act. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund’s assets pursuant to this Agreement and in accordance with applicable law. (g) The AdviserAdviser shall treat as confidential and proprietary information regarding each Fund, including of each Fund’s records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any affiliate thereofpurpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund. (h) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies and other clients and to engage in other activities, companies) so long as the its services rendered to the Fund hereunder under this Agreement are not impairedimpaired thereby. (bi) The Adviser shall providewill promptly notify the Trust in writing of the occurrence of any of the following events: (i) the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; (ii) the Adviser is served or otherwise receives notice of any action, without cost to the Fund all necessary office space and the services of executive personnel for administering suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund.Trust; and/or (ciii) The Adviser, at its own expense, shall place all orders for the purchase and sale controlling member of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or the portfolio manager of any affiliate Fund changes or there is otherwise an actual change in control or management of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretionAdviser.

Duties of Adviser. (a) The Adviser, at its expense, will furnish continuously an investment program for the Fund, will determine, subject to the overall supervision of the Trustees of the Trust, what investments shall be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Trustees of the Trust, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto, subject always to the provisions of the Trust’s Declaration of Trust and Bylaws and of the 1940 Act. The Adviser, and any affiliate thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered to the Fund hereunder are not impaired. (b) The Adviser shall provide, without cost to the Fund all necessary office space and the services of executive personnel for administering the affairs of the Fund. (c) The Adviser, at its own expense, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with issuers, brokers or dealers selected by the Adviser. In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek, on behalf of the Fund, the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the financial condition and execution capabilities of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Fund or other accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of all of the accounts over which the Adviser or any affiliate of the Adviser exercises investment discretion.investment