Common use of Duties of Investment Manager Clause in Contracts

Duties of Investment Manager. (a) The Fund hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios and to manage the investment and reinvestment of the assets of each Portfolio in accordance with the investment objectives, policies and restrictions of each such Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- laws of the Fund as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio specifically, and whether concerning the individual issuers whose securities are included in a Portfolio or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a Portfolio; (ii) determine which issuers and securities shall be represented in a Portfolio and regularly report thereon to the Fund's Board of Directors; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio and regularly report thereon to the Fund's Board of Directors; (iv) make decisions with respect to and take, on behalf of each Portfolio, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Portfolio. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. It is understood and agreed that the Investment Manager, by separate agreements with the Fund, may also serve the Fund in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the Fund, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio and shall specifically maintain all books and records with respect to each Portfolio's securities and portfolio transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund are the property of the Fund and it will surrender promptly to the Fund any such records upon the Fund's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: (i) The Registration Statement; and

Duties of Investment Manager. (a) The Fund hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios and to manage the investment and reinvestment of the assets of each Portfolio in accordance with the investment objectives, policies and restrictions of each such Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund (the “Board”) for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- By-laws of the Fund as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio specifically, and whether concerning the individual issuers whose securities are included in a Portfolio or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a Portfolio; (ii) determine which issuers and securities shall be represented in a Portfolio and regularly report thereon to the Fund's Board of DirectorsBoard; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio and regularly report thereon to the Fund's Board of DirectorsBoard; (iv) make decisions with respect to and take, on behalf of each Portfolio, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Portfolio. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. It is understood and agreed that the Investment Manager, by separate agreements with the Fund, may also serve the Fund in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' ’ fiduciary responsibilities regarding the Fund, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio and shall specifically maintain all books and records with respect to each Portfolio's ’s securities and portfolio transactions and shall render to the Fund's ’s Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund are the property of the Fund and it will surrender promptly to the Fund any such records upon the Fund's ’s request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Registration Statement; and (ii) The Prospectus of each Portfolio (such Prospectus and the related Statement of Additional Information of the Portfolio, as currently in effect and as amended or supplemented from time to time, being herein collectively called the “Prospectus”). (e) The Fund shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Portfolio, its funds available or to become available for investment, and generally as to the condition of its affairs. The Fund shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Portfolio pursuant thereto, shall at all times be subject to any directives of the Board.

Duties of Investment Manager. (a) The Fund hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios and to manage the investment and reinvestment of the assets of each Portfolio in accordance with the investment objectives, policies and restrictions of each such Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- By-laws of the Fund as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio specifically, and whether concerning the individual issuers whose securities are included in a Portfolio or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a Portfolio; (ii) determine which issuers and securities shall be represented in a Portfolio and regularly report thereon to the Fund's Board of Directors; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio and regularly report thereon to the Fund's Board of Directors; (iv) make decisions with respect to and take, on behalf of each Portfolio, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Portfolio. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. It is understood and agreed that the Investment Manager, by separate agreements with the Fund, may also serve the Fund in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the Fund, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio and shall specifically maintain all books and records with respect to each Portfolio's securities and portfolio transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund are the property of the Fund and it will surrender promptly to the Fund any such records upon the Fund's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Registration Statement; and (ii) The Prospectus of the Fund (such Prospectus and the related Statement of Additional Information of the Fund, as currently in effect and as amended or supplemented from time to time, being herein collectively called the "Prospectus"). (e) The Fund shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Portfolio, its funds available or to become available for investment, and generally as to the condition of its affairs. The Fund shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Portfolio pursuant thereto, shall at all times be subject to any directives of the Board of Directors.

Duties of Investment Manager. (a) The Fund Company hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios Funds and to manage the investment and reinvestment of the assets of each Portfolio Fund in accordance with the investment objectives, policies and restrictions of each such Portfolio Fund as the same are set forth in the Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission (the “Commission”) and all amendments and supplements thereto (the “Registration Statement”), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund Company (the “Board”) for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- laws By-Laws of the Fund Company as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio Fund specifically, and whether concerning the individual issuers whose securities are included in a Portfolio Fund or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a PortfolioFund; (ii) determine which issuers and securities shall be represented in a Portfolio Fund and regularly report thereon to the Fund's Board of DirectorsBoard; (iii) supervise each Fund’s investments and formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio Fund and regularly report thereon to the Fund's Board of DirectorsBoard; (iv) make decisions with respect to and take, on behalf of each PortfolioFund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such PortfolioFund; (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time; (vi) make, or cause to be made, any securities class action filings on behalf of the Company or the Funds; (vii) conduct and/or oversee the process by which assets of each Fund are valued, as contemplated by the valuation procedures of that Fund; (viii) oversee compliance or regulatory matters affecting each Fund; and (ix) monitor and evaluate the services provided by each Fund’s investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s). In furtherance of its oversight and supervision responsibilities, the Investment Manager agrees to undertake the actions set forth on Schedule B to this Agreement, as may be amended from time to time by the Board, without shareholder vote for approval. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the FundCompany. It is understood and agreed that the Investment Manager, by separate agreements with the FundCompany, may also serve the Fund Company and the Funds in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' ’ fiduciary responsibilities regarding the FundCompany, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio Fund and shall specifically maintain all books and records with respect to each Portfolio's Fund’s securities and portfolio transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund Company are the property of the Fund Company and it will surrender promptly to the Fund Company any such records upon the Fund's Company’s request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund Company has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Articles of Incorporation of the Company, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and approving this Agreement; (iv) The Registration Statement; and (v) The Prospectus and Statement of Additional Information for each Fund (as currently in effect and as amended or supplemented from time to time, being herein collectively referred to as the “Prospectus”). (e) The Company shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Fund, its funds available or to become available for investment, and generally as to the condition of its affairs. The Company shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Fund pursuant thereto, shall at all times be subject to any directives of the Board. (g) Subject to the prior approval of a majority of the members of the Board, including a majority of the members of the Board who are not “interested persons” of the Company, as defined in the 1940 Act, and, to the extent required by applicable law, by the shareholders of a Fund, the Investment Manager may engage one or more investment sub-advisers, including, without limitation, affiliates of the Investment Manager, to provide investment advisory services with respect to a Fund and may delegate to such investment sub-adviser(s) any or all of the responsibilities described in clauses (i) – (v) of paragraph (a) of this Section 1; provided that the compensation of such investment sub-adviser(s) shall be paid solely by the Investment Manager, the Investment Manager shall continue to oversee the services provided by such investment sub-adviser(s), as provided in clause (ix) of paragraph (a) of this Section 1, and any such delegation shall not relieve the Investment Manager of any of its obligations under this Agreement. In the event that an investment sub-adviser’s engagement with respect to a Fund is terminated, the Investment Manager shall be responsible for either furnishing the Fund with the services required to be performed by such investment sub-adviser under the applicable investment sub-advisory agreement or recommending a successor investment sub-adviser to provide such services to such Fund on terms and conditions acceptable to the Fund and the Board and subject to the requirements of the 1940 Act.

Duties of Investment Manager. (a) The Fund Company hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios and to manage the investment and reinvestment of the assets of each Portfolio in accordance with the investment objectives, policies and restrictions of each such Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund Company for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- By-laws of the Fund Company as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio specifically, and whether concerning the individual issuers whose securities are included in a Portfolio or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a Portfolio; (ii) determine which issuers and securities shall be represented in a Portfolio and regularly report thereon to the FundCompany's Board of Directors; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio and regularly report thereon to the FundCompany's Board of Directors; (iv) make decisions with respect to and take, on behalf of each Portfolio, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Portfolio. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the FundCompany. It is understood and agreed that the Investment Manager, by separate agreements with the FundCompany, may also serve the Fund Company in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the FundCompany, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio and shall specifically maintain all books and records with respect to each Portfolio's securities and portfolio transactions and shall render to the FundCompany's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund Company are the property of the Fund Company and it will surrender promptly to the Fund Company any such records upon the FundCompany's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund Company has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Registration Statement; and (ii) The Prospectus(es) of the Company (such Prospectus(es) and the related Statement(s) of Additional Information of the Company, as currently in effect and as amended or supplemented from time to time, being herein collectively called the Prospectus). (e) The Company shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Portfolio, its funds available or to become available for investment, and generally as to the condition of its affairs. The Company shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Portfolio pursuant thereto, shall at all times be subject to any directives of the Board of Directors.

Duties of Investment Manager. (a) The Fund Company hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios and to manage the investment and reinvestment of the assets of each Portfolio in accordance with the investment objectives, policies and restrictions of each such Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund Company for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- By-laws of the Fund Company as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio specifically, and whether concerning the individual issuers whose securities are included in a Portfolio or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a Portfolio; (ii) determine which issuers and securities shall be represented in a Portfolio and regularly report thereon to the FundCompany's Board of Directors; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio and regularly report thereon to the FundCompany's Board of Directors; (iv) make decisions with respect to and take, on behalf of each Portfolio, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Portfolio. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give each Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the FundCompany. It is understood and agreed that the Investment Manager, by separate agreements with the FundCompany, may also serve the Fund Company in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the FundCompany, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio and shall specifically maintain all books and records with respect to each Portfolio's securities and portfolio transactions and shall render to the FundCompany's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund Company are the property of the Fund Company and it will surrender promptly to the Fund Company any such records upon the FundCompany's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund Company has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Registration Statement; and (ii) The Prospectus(es) of the Company (such Prospectus(es) and the related Statement(s) of Additional Information of the Company, as currently in effect and as amended or supplemented from time to time, being herein collectively called the "Prospectus"). (e) The Company shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Portfolio, its funds available or to become available for investment, and generally as to the condition of its affairs. The Company shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Portfolio pursuant thereto, shall at all times be subject to any directives of the Board of Directors.

Duties of Investment Manager. (a) The Fund Company hereby employs the Investment Manager to act as the investment adviser for each of the Portfolios Funds and to manage the investment and reinvestment of the assets of each Portfolio Fund in accordance with the investment objectives, policies and restrictions of each such Portfolio Fund as the same are set forth in the Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission (the “Commission”) and all amendments and supplements thereto (the “Registration Statement”), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Directors of the Fund Company (the “Board”) for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Articles of Incorporation and By- laws By-Laws of the Fund Company as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manger Manager shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Portfolio Fund specifically, and whether concerning the individual issuers whose securities are included in a Portfolio Fund or the activities in which such issuers engage, or with respect to securities which the Investment Manager considers desirable for inclusion in a PortfolioFund; (ii) determine which issuers and securities shall be represented in a Portfolio Fund and regularly report thereon to the Fund's Board of DirectorsBoard; (iii) supervise each Fund’s investments and formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Portfolio Fund and regularly report thereon to the Fund's Board of DirectorsBoard; (iv) make decisions with respect to and take, on behalf of each PortfolioFund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such PortfolioFund; (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time; (vi) make, or cause to be made, any securities class action filings on behalf of the Company or the Funds; (vii) conduct and/or oversee the process by which assets of each Fund are valued, as contemplated by the valuation procedures of that Fund; (viii) oversee compliance or regulatory matters affecting each Fund; and (ix) monitor and evaluate the services provided by each Fund’s investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s). In furtherance of its oversight and supervision responsibilities, the Investment Manager agrees to undertake the actions set forth on Schedule B to this Agreement, as may be amended from time to time by the Board, without shareholder vote for approval. (b) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein providedforth. The Investment Manager shall give each Portfolio Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the FundCompany. It is understood and agreed that the Investment Manager, by separate agreements with the FundCompany, may also serve the Fund Company and the Funds in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' ’ fiduciary responsibilities regarding the FundCompany, establishes procedures for personal investing and restricts certain transactions. (c) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to each Portfolio Fund and shall specifically maintain all books and records with respect to each Portfolio's Fund’s securities and portfolio transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Fund Company are the property of the Fund Company and it will surrender promptly to the Fund Company any such records upon the Fund's Company’s request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (d) The Fund Company has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: : (i) The Articles of Incorporation of the Company, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and approving this Agreement; (iv) The Registration Statement; and (v) The Prospectus and Statement of Additional Information for each Fund (as currently in effect and as amended or supplemented from time to time, being herein collectively referred to as the “Prospectus”). (e) The Company shall at all times keep the Investment Manager fully informed with regard to the securities owned by each Fund, its funds available or to become available for investment, and generally as to the condition of its affairs. The Company shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (f) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of any Fund pursuant thereto, shall at all times be subject to any directives of the Board. (g) Subject to the prior approval of a majority of the members of the Board, including a majority of the members of the Board who are not “interested persons” of the Company, as defined in the 1940 Act, and, to the extent required by applicable law, by the shareholders of a Fund, the Investment Manager may engage one or more investment sub-advisers, including, without limitation, affiliates of the Investment Manager, to provide investment advisory services with respect to a Fund and may delegate to such investment sub-adviser(s) any or all of the responsibilities described in clauses (i) – (v) of paragraph (a) of this Section 1; provided that the compensation of such investment sub-adviser(s) shall be paid solely by the Investment Manager, the Investment Manager shall continue to oversee the services provided by such investment sub-adviser(s), as provided in clause (ix) of paragraph (a) of this Section 1, and any such delegation shall not relieve the Investment Manager of any of its obligations under this Agreement. In the event that an investment sub-adviser’s engagement with respect to a Fund is terminated, the Investment Manager shall be responsible for either furnishing the Fund with the services required to be performed by such investment sub-adviser under the applicable investment sub-advisory agreement or recommending a successor investment sub-adviser to provide such services to such Fund on terms and conditions acceptable to the Fund and the Board and subject to the requirements of the 1940 Act.