Common use of Duties of the Administrator Clause in Contracts

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s 's Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. In carrying out the terms of this Agreement, the Administrator shall: A. provide office space, equipment and facilities (awhich may be the Administrator's or its affiliates) The Administrator shall perform or arrange for maintaining the performance Fund s organization, for meetings of the following Board and the shareholders, and for performing administrative services hereunder; B. supervise and clerical services: (i) maintain and preserve manage all aspects of the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations Fund's operations (other than state “blue sky” lawsinvestment advisory activities), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” lawssupervise relations with, and oversee monitor the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, andcustodians, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrardepositories, transfer agent and dividend disbursing agent, shareholder servicing pricing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks insurers and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with desirable by the services of an adequate number of persons competent to perform the administrative Board; C. determine and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services publication of persons who the net asset value of the Fund; D. provide non-investment related statistical and research data and such other reports, evaluations and information as the Fund may be appointed as officers request from time to time; E. provide internal clerical, accounting and legal services, and stationery and office supplies; F. prepare, to the extent requested by the Fund, the Fund's prospectus, statement of each Trustadditional information, including proxy statements and annual and semi-annual reports to shareholders; G. arrange for the President, Vice Presidents, Treasurer, Secretary printing and one mailing (at the Fund's expense) of proxy statements and other reports or more assistant officers; (xiv) other materials provided to the Fund's shareholders; H. prepare for execution and file appropriate class action securities litigation claims on behalf all the Fund's federal and state tax returns and required tax filings other than those required to be made by the Fund's custodian and transfer agent; I. prepare periodic reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities with the advice of the Funds; Fund's counsel; J. maintain the Fund s existence, and during such times as the shares of the Fund are publicly offered, maintain the registration and qualification of the Fund's shares under the federal and state law; K. keep and maintain the financial accounts and records of the Fund; L. develop and implement, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle; M. provide the Board on a regular basis with reports and analyses of the Fund's operations and the operations of comparable investment companies; N. respond to inquiries from shareholders or participants of employee benefit plans (xvfor which the administrator or any affiliate provides recordkeeping) provide such assistance relating to the investment adviserFund, the custodianconcerning, among other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver things, exchanges among Funds, or refer any such inquiries to the Administrator, on a timely basis, Fund's officers or the Fund's transfer agent; O. provide participant recordkeeping services for participants in employee benefit plans for which the Administrator or any affiliate provides recordkeeping services; and P. provide such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided reasonably requested by a pricing service) and records shareholder representative of expenses borne by each Fund, and the Administrator shall be entitled or a participant in an employee benefit plan to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements comply with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and or state securities laws and regulationslaws.

Duties of the Administrator. (a) The During the continuance of this Agreement the Administrator shall perform or arrange for the performance functions of an administrator to the Fund namely: 4.1 calculate and publish the net asset value per limited partnership interest in accordance with the provisions of the following administrative Limited Partnership Agreement, SAI and clerical services: (i) the Memorandum; 4.2 at any time during the Administrator’s business hours permit the Auditor or any duly appointed agent or representative of the Fund, at the expense of the Fund, to audit or inspect the financial records of the Fund and any other documents or records kept by the Administrator under the terms of this Agreement and make available all such documents and records in its possession to the Auditor, agent or representative during business hours whenever reasonably required to do so and afford all such information, explanations and assistance as the Auditor, agent or representative may require; 4.3 dispatch all such circulars, reports, financial statements or other written material to all persons entitled to receive the same under the Limited Partnership Agreement, SAI and the Memorandum as the Fund may require; 4.4 deal with and answer all correspondence or other inquiries from or on behalf of the Members, prospective Members or others; 4.5 maintain and preserve the principal books and records, including financial and corporate records, of each Trust account of the Fund as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares conduct of the Funds for compliance with state securities laws; (iii) calculate and publish financial affairs of the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) ; 4.6 oversee and assist in review the coordination of, and, as the Board may reasonably request or deem appropriate, make reports calculation and recommendations payment of fees payable to the Board onAdministrator, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks Investment Manager and such other persons in any such other capacity deemed service providers to the Fund as so directed by the Investment Manager; 4.7 subject to the ultimate discretion and approval of the Investment Manager, establish accounting policies for the Fund and reconcile accounting issues with the Fund’s Directors, the Auditor and legal counsel; 4.8 generally perform all the duties usually performed by Administrators of limited liability companies including (without limitation) the keeping of all records required to be necessary or desirable; (vi) furnish corporate secretarial kept and made under regulations in the State of Delaware for the time being in force; 4.9 preparing and maintaining all customary financial and accounting books and records in the appropriate form and in sufficient detail to support an annual independent audit of the financial condition of the Fund, and performing all other accounting and clerical services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings the administration of the Fund; 4.10 preparing annual financial statements (which shall have been examined by the Fund’s auditors) within 60 days after the close of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materialsfinancial year; (vii) provide each Trust with preparing semi-annual financial statements within 60 days after the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf close of the Fundssemi-annual period; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of and 4.11 providing any other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsrequired. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. Subject to the policies and direction of the Trust's Board of Trustees, the Administrator will provide a continuous executive management program and day to day supervision for each of the Trust's Funds. Services to be provided shall be in accordance with the Trust's organizational and registration documents as listed in paragraph 2 hereof and with the Prospectus of each Fund of the Trust. The Administrator further agrees that it: (a) The Administrator shall perform or arrange for the performance Will conform with all applicable Rules and Regulations of the following administrative Securities and clerical services: Exchange Commission and will, in addition, conduct its activities under this Agreement in accordance with regulations of any other Federal and State agencies which may now or in the future have jurisdiction over its activities; (ib) maintain and preserve Will maintain, except as may be required to be maintained by third parties hired by the Trust under Rule 31a-3 of the 1940 Act, the account books and records, including financial records of the Trust and corporate records, each Fund of each the Trust as required by law or otherwise Rule 31a-1 of the 1940 Act and will preserve such records in accordance with Rule 31a-2 of the 1940 Act; (c) Will provide, at its expense the necessary non-executive personnel and data processing equipment and software to perform the Portfolio Accounting Services, Expense Accrual and Payment Services, Fund Valuation and Financial Reporting Services, Tax Accounting Services, Compliance Control Services Registration Services, SEC Filing Services, Drafting of Board of Trustee Meeting Minutes, and Proxy Material Services shown on Exhibit A hereof; (d) Will provide, at its expense the non-executive personnel and data processing equipment and software necessary to perform the Shareholder Servicing functions shown on Exhibit B hereof; (e) Will provide, at its expense, certain executive personnel for the proper operation of each Trust; (ii) prepare and, subject Trust as may be agreed upon from time to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee time with the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices ; and (f) Will provide all office space and general office equipment necessary for the activities of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports except as may be required provided by any banks from which each Trust borrows funds; (xii) develop and implement procedures third parties pursuant to monitor each Fund’s compliance separate agreements with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth the Trust. Notwithstanding anything contained in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance this Agreement to the investment advisercontrary, the custodianAdministrator (including its directors, other Trust service providers officers, employees and the Fund counsel and auditors as generally may agents) shall not be required to carry on properly perform any of the business and operations duties of, assume any of each the obligations or expenses of, or be liable for any of the acts or omissions of, any investment advisor of a Fund of the Trust or other third party subject to separate agreements with the Trust. Each The Administrator shall not be responsible hereunder for the administration of the Code of Ethics of the Trust agrees to cause which shall be under the portfolio management agent to deliver responsibility of the investment advisors, except insofar as the Code of Ethics applies to the Administrator, on a timely basis, such information as may be necessary or appropriate for personnel of the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and . It is the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation express intent of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided parties hereto that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts not have control over or omissions hereunder and provided that the Administrator shall be responsible for the payment placement (except as specifically directed by a Shareholder of such servicesthe Trust), with investment or reinvestment of the exception assets of out-of-pocket expenses which shall be billed any Fund of the Trust. The Administrator may from time to time, subject to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance approval of the contracted Trustees, obtain at its own expense the services (subject of consultants or other third parties to any supervision responsibilities perform part or all of its duties hereunder, and such parties may be affiliates of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board") , as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder; (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholders, oversee records for the Fund; (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (x) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (xi) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (x), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of rendering the services listed specified in section 2(asubsection (a) hereof, and in satisfaction of its obligations to provide such servicesabove, the Administrator may enter into agreements with one may, subject to the approval of the Fund's Board of Trustees, cause such services or more other persons or entities, such as any portion thereof to be provided by another person pursuant to a sub-administrator, to provide such services to each Trust administration agreement; provided that the Administrator shall be as fully remain responsible for monitoring and overseeing the performance by such person of its obligations to the Funds for Fund under such sub-administration agreement. Subject to the acts approval of the Fund's Board of Trustees, the fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform provide the following services, except to the extent that the Trust has engaged one or more other service providers to provide such services on behalf of a Fund: A. Provide office space, equipment and facilities (which may belong to the Administrator or its affiliates) for maintaining the Trust's and Funds' organization, for meetings of the Trust's Board of Trustees ("Board") and shareholders, and for performing administrative services under this Agreement; B. Supervise and manage all aspects of each Fund's business and affairs, and assist each Fund in selecting and coordinating the activities of the other agents engaged by the Trust on behalf of each Fund, including each Fund's shareholder servicing agent, custodian, independent accountants and legal counsel; C. Determine and arrange for the performance publication of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of the shares of each Fund’s shares; (iv) calculate dividends . D. Provide non-investment related statistical and distributions research data and performance datasuch other reports, evaluations and prepare other financial information regarding as each Trust; (v) oversee and assist in Fund may request from time to time; E. Provide the coordination ofservices of individuals competent to perform all of each Fund's executive, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered clerical functions; F. Prepare, amend and update (with the advice of Trust counsel) the Trust's Registration Statement on Form N-1A with respect to the Funds by others including, but not limited to, and prepare any necessary proxy statements and all annual and semi annual reports to shareholders; G. Arrange for the custodian, registrar, transfer agent printing and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation mailing of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas proxy statements and other Board materials; (vii) provide each Trust with reports or materials provided to Fund shareholders; H. Assist in the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment preparation of each Fund’s expenses; (x) provide routine accounting services 's federal and state tax returns and required tax filings other than those required to be made by a Fund's other service providers; I. Maintain the existence of the Trust and the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing during such times as the accounting policies shares of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933Funds are publicly offered, as amended; (xiii) maintain or arrange for the services maintenance of persons who may be appointed as officers the registration and qualification of the shares under federal and state law; J. Keep and maintain the financial accounts and records of each Trust, including Fund; K. Provide the President, Vice Presidents, Treasurer, Secretary Board on a regular basis with reports and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf analyses of the Funds; ' operations and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be administrative support in connection with necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction meetings of the Board and of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulationsshareholders of each Fund; and L. Provide recordkeeping services.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each the Trust as required by law or otherwise for the proper operation of each the Trust; (ii) prepare and, subject to approval by each the Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each the Trust, including, without limitation, preparation of materials necessary in connection with meetings of each the Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each the Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each the Trust; (xi) prepare such financial information and reports as may be required by any banks from which each the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each the Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each the Trust. Each The Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each the Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each the Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts Trust may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each the Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter Trust enters into such an Outside Service Agreement, the Trusts Trust and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts Trust obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof.. However, as of the date hereof the parties agree that the Administrator shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Administrator and BNY Mellon Investment Servicing (US) Inc. (c) All activities of the Administrator shall be conducted in accordance with each the Trust’s Agreement and Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholdersshareholders of the Series, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds Fund for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s Series' shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each TrustSeries; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Series by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; or (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Fund's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s Series' expenses; (x) provide routine accounting services to the FundsSeries, and consult with each Trust’s the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each Fund’s the Series' compliance with legal and regulatory requirements and with each Fund’s the Series' investment policies and restrictions as set forth in each the Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust Fund service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each FundSeries, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the FundsSeries. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund provided that the Administrator shall be as fully responsible to the Funds Series for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofSeries. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s the Fund's Declaration of Trust, By-laws Trust and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and agent, accounting services agent, dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trustthe Fund’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trustthe Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each the Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the FundsFund; (xv) prepare and file Forms 3, 4 and 5 as required by Section 30(h) of the Investment Company Act, upon receipt of information from the Fund’s trustees and officers; (xvi) prepare reports related to the Fund’s preferred stock and borrowings, if any, as required by rating agencies and/or any banks as may be mutually agreed upon; (xvii) oversee implementation of any dividend reinvestment or stock purchase plans authorized by the Board and refer requests for transactions under such plans to the Fund’s dividend reinvestment plan agent; (xviii) arrange for the preparation of any written statement required by Section 19(a) of the Investment Company Act and the regulations thereunder to be furnished to shareholders in connection with the payment of dividends and distributions, and arrange for the distribution of such statements to shareholders; (xix) respond to, or refer to the Fund’s investment adviser, the Fund’s officers, other service providers to the Fund or other appropriate persons, inquiries from shareholders or other persons relating to the Fund; and (xvxx) provide such assistance to the investment adviser, the custodian, other Trust Fund service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, accounting services agent, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts Fund may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust the Fund which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter Fund enters into such an Outside Service Agreement, the Trusts and the Funds Fund shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trustthe Fund’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the “Board”) , as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund’s behalf; (iii) supervise preparation of the periodic updating of the Fund’s Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund’s investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Fund, including the Fund’s attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder, (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholdersrecords for the Fund, oversee (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (x) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (xi) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (x), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund’s affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all rendering the services specified in subsection (a) above, the Administrator may, subject to the approval of the Fund’s Board of Trustees, cause such services listed in section 2(a) hereof, or any portion thereof to be provided by another person pursuant to a sub-administration agreement; PROVIDED that the Administrator shall remain responsible for monitoring and in satisfaction overseeing the performance by such person of its obligations to provide the Fund under such servicessub-administration agreement. Subject to the approval of the Fund’s Board of Trustees, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each the Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Fund by others including, but not limited to, the custodian, registrar, transfer agent and agent, accounting services agent, dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trustthe Fund’s Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s expenses; (x) provide routine accounting services to the FundsFund, and consult with each Trustthe Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s compliance with legal and regulatory requirements and with each the Fund’s investment policies and restrictions as set forth in each the Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the FundsFund; (xv) prepare and file Forms 3, 4 and 5 as required by Section 30(h) of the 1940 Act, upon receipt of information from the Fund’s Directors and officers; (xvi) prepare reports related to the Fund’s preferred stock and borrowings, if any, as required by rating agencies and/or any banks as may be mutually agreed upon; (xvii) oversee implementation of any dividend reinvestment or stock purchase plans authorized by the Board and refer requests for transactions under such plans to the Fund’s dividend reinvestment plan agent; (xviii) arrange for the preparation of any written statement required by Section 19(a) of the 1940 Act and the regulations thereunder to be furnished to shareholders in connection with the payment of dividends and distributions, and arrange for the distribution of such statements to shareholders; (xix) respond to, or refer to the Fund’s investment adviser, the Fund’s officers, other service providers to the Fund or other appropriate persons, inquiries from shareholders or other persons relating to the Fund; and (xvxx) provide such assistance to the investment adviser, the custodian, other Trust Fund service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, accounting services agent, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the FundsFund. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund provided that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the FundsFund. In the alternative, the Trusts Fund may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust the Fund which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter Fund enters into such an Outside Service Agreement, the Trusts and the Funds Fund shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trustthe Fund’s Declaration Articles of TrustIncorporation, By-laws and registration statement, under the supervision and direction of the Board of TrusteesDirectors, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each the Trust as required by law or otherwise for the proper operation of each the Trust; (ii) prepare and, subject to approval by each the Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each the Trust, including, without limitation, preparation of materials necessary in connection with meetings of each the Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each the Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each the Trust; (xi) prepare such financial information and reports as may be required by any banks from which each the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each the Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each the Trust. Each The Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each the Trust, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers any third party pricing services and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party blue sky services. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Trust, provided that any such agreement shall have been approved by the Board of Trustees of the Trust, and provided further that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each the Trust’s 's Declaration of Trust, By-laws and registration statementprospectus, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board"), as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder; (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholders, oversee records for the Fund; (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (x) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (xi) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (x), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all rendering the services specified in subsection (a) above, the Administrator may, subject to the approval of the Board, cause such services listed in section 2(a) hereof, or any portion thereof to be provided by another person pursuant to a sub-administration agreement; PROVIDED that the Administrator shall remain responsible for monitoring and in satisfaction overseeing the performance by such person of its obligations to provide the Fund under such servicessub-administration agreement. Subject to the approval of the Board, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board"), as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder; (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholders, oversee records for the Fund; (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (x) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (xi) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (x), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of rendering the services listed specified in section 2(asubsection (a) hereof, and in satisfaction of its obligations to provide such servicesabove, the Administrator may enter into agreements with one may, subject to the approval of the Board, cause such services or more other persons or entities, such as any portion thereof to be provided by another person pursuant to a sub-administrator, to provide such services to each Trust administration agreement; provided that the Administrator shall be as fully remain responsible for monitoring and overseeing the performance by such person of its obligations to the Funds for Fund under such sub-administration agreement. Subject to the acts approval of the Board, the fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: services set out below. (a) With respect to the Corporation, the Administrator shall: (i) maintain and preserve the books and records, including financial and corporate recordsrecords of the Corporation, of each Trust as required by law or otherwise for the proper operation of the Corporation; (ii) oversee and assist in the coordination of, and, as the Corporation’s Board of Directors (the “Board”) may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Corporation by others, including attorneys, corporate fiduciaries, insurers, and such other persons in any such other capacity deemed to be necessary or desirable; (iii) furnish secretarial services, including, without limitation, preparation of materials necessary in connection with meetings of the Board, including minutes, notices of meetings, agendas and other Board materials; (iv) provide the Corporation with administrative office and data processing facilities and the services of an adequate number of persons competent to perform the administrative and clerical functions described in this Section 1(a); (v) arrange for the services of persons who may be appointed as officers of the Corporation, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (vi) provide such assistance to the investment manager, custodian, other service providers to the Corporation and the Corporation’s counsel and auditors as generally may be required to carry on the business and operations of the Corporation. (b) With respect to each Trust; Portfolio, the Administrator shall: (i) maintain and preserve the books and records, including financial and corporate records of the Portfolio, as required by law or otherwise for the proper operation of the Portfolio; (ii) prepare and, subject to approval by each Trustthe Portfolio, file registration statements, notices, reports, tax returns reports and other documents required by under U.S. Federalfederal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund Portfolio shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds Portfolio for compliance with state securities laws; ; (iii) calculate and publish the net asset value of each Fundthe Portfolio’s shares; ; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; the Portfolio; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Portfolio by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; ; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Portfolio with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; in this Section 1(b); (viii) provide each Trust with administrative office and data processing facilities; (ixvii) arrange for payment of each Fundthe Portfolio’s expenses; ; (xviii) provide routine accounting services to the FundsPortfolio, and consult with each Trustthe Corporation’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; the Portfolio; (xiix) prepare such financial information and reports as may be required by any banks from which each Trust the Portfolio borrows funds; ; (xiix) develop and implement procedures to monitor each Fundthe Portfolio’s compliance with legal and regulatory requirements and with each Fundthe Portfolio’s investment policies and restrictions as set forth in each Fundthe Portfolio’s currently effective Prospectus and Statement of Additional Information filed under (as currently in effect and as amended or supplemented from time to time, being herein collectively referred to as the Securities Act of 1933, as amended“Prospectus”); and (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xvxi) provide such assistance to the investment advisermanager, the custodian, other Trust Portfolio service providers and the Fund Corporation’s counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust the Portfolio. (c) The Corporation agrees to furnish, or cause the portfolio management agent to deliver be furnished, to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fundthe Corporation and the Portfolios, and originals or copies of all books, records and other documentation related in any way to the administration of the Corporation and the Portfolios, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. The Administrator will perform the --------------------------- following services for the Fund: (a) The Administrator journalize the Fund's investment, capital share and income and expense activities; (b) maintain individual ledgers for investment securities; (c) maintain historical tax lots for each security; (d) calculate the Fund's net asset value and communicate such value to the Fund and to such publications as the Fund shall perform or arrange designate from time to time; (e) determine the Fund's net investment income and amount of quarterly dividends, to be reviewed by the Fund's independent public accountants; (f) calculate capital gains and losses and the amount per share available for distribution on an annualized basis, to be reviewed by the performance of Fund's independent public accountants; (g) prepare quarterly broker security transaction summaries and monthly security transaction listings with respect to the following administrative and clerical services: Fund; (h) supply various Fund statistical data as reasonably requested; (i) compute the Fund's yields, total return, expense ratios and portfolio turnover rate; (j) maintain and preserve the such books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares records of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports Fund as may be required under the Investment Company Act of 1940 to fulfill its duties hereunder; (k) prepare the Fund's federal, state and local income tax returns; (l) prepare the financial information for the Fund's proxy statements and semi-annual and annual reports to shareholders; (m) prepare the Fund's Form N-SAR reports in conjunction with the Fund's appointed legal counsel; (n) refer to the Fund's officers or transfer agent shareholder inquiries relating to the Fund (with the exception of requests for literature and price quotations which shall be responded to by the Administrator); (o) calculate various contractual expenses (e.g. advisory and custody fees); (p) monitor expense accruals and notify Fund management of any banks from which each Trust borrows fundsproposed adjustments; (q) review and approve all invoices for the Fund's account and submit to a Fund officer for authorization of payment; (r) provide office space to the Fund, including facilities for an independent or Securities and Exchange Commission audit as may be required; (s) monitor the Fund's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended; and (xiit) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each the Fund’s investment 's policies and restrictions limitations as set forth in each Fund’s currently effective Prospectus the Prospectus, Articles of Incorporation and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf Bylaws of the Funds; Fund. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and (xv) provide such assistance shall, unless otherwise expressly provided or authorized, have no authority to the investment adviser, the custodian, other Trust service providers and act for or represent the Fund counsel and auditors as generally may in any way or otherwise be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management deemed an agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the FundsFund. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a1) The Administrator shall perform the following services from an office in the Cayman Islands, except where stated otherwise: (a) oversee the execution and filing of all registration statements, annual and semi-annual reports, and amendments thereto; (b) make all filings on behalf of the Trust with the Inspector on a timely basis, including the filing of the Trust's registration statements, Offering Memoranda, annual reports and semi-annual reports; (c) provide copies of all financial records of the Trust to its agent in Toronto, Canada; (d) maintain (i) logs and records of all communication to or from the Trust and its Trustees, Holders, prospective Holders, service providers and regulators and (ii) copies of all materials sent by the Trust to any of the foregoing; (e) respond to all correspondence from or on behalf of (i) prospective Interestholders concerning the Offering Memorandum, Subscriptions and the Trust or any Series and (ii) Interestholders relating to their Interests and the functions of the Administrator under this Agreement; and (f) assist the Trust in the sale of Interests (g) be responsible for keeping the register of Interestholders of the Trust (the "Register") in accordance with the Trust Documents and all other duties incidental thereto; (h) send to prospective Holders Offering Memoranda and Subscriptions for Interests and arrange for the performance issue, allotment, redemption and/or purchase of Interests in accordance with the Offering Memorandum, Subscriptions and Trust Documents and under the supervision of, and in accordance with the instructions of the following administrative Trust and clerical services: enter on the Register all issues, allotments, redemptions and/or purchases of Interests; provided, the Administrator shall not have the authority to approve or execute Subscriptions or redemptions or increases or decreases of an Interest on behalf of the Trust; (i) maintain take or procure that there are taken reasonable and preserve proper precautions for the books safe custody of the Register; (j) receive, record and recordsdeal with powers of attorney, including financial dividend mandates, vesting orders, documents affecting the title to Interests or any amounts payable thereon affecting the Register in accordance with the normal practice of a professional administrator and corporate records, transfer agent or in accordance with the written instructions of each Trust the Trust; (k) make the Register available for inspection as required by law or otherwise the Trust Documents; (l) procure that Interests shall be purchased or sold only in accordance with the provisions of the Trust Documents and in the case of the purchases of Interests only after satisfying itself that the Trust or the Custodian on its behalf has received all payment in respect thereof; (m) provided that funds have been authorized and are available to meet the same, prepare and issue cheques for distribution, if any or payment of moneys on a decrease in an Interest or arrange for payment of such moneys to or in accordance with the proper operation instructions of the Interestholders and notify the Custodian of the amounts and payees of all cheques for payments so made; (n) at any time during the Administrator's business hours in the Cayman Islands or in Toronto, Canada, permit the Auditor of the Trust and any duly appointed agent or representative of the Trust at the expense of the Trust to audit or inspect the Register, books, records and financial statements of the Trust and each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns Series and any other documents required or records kept by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee still in the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares possession of the Funds for compliance with state securities laws; Administrator hereunder and make available all such documents and records in its possession to such Auditor, agent or representative during business hours whenever reasonably required so to do and afford all such information, explanations and assistance as such Auditor, agent or representative may require; (iiio) calculate maintain mailing lists and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and dispatch all such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutescirculars, notices of meetings, agendas agenda, minutes, consents, proxy materials, proxies, reports, financial statements, tax return information and other Board materials; written material to all persons entitled to receive the same under the Trust Documents as the Trust may require; (viip) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports act as may be required by any banks the Trust from which each time to time as proxy agent in connection with the holding of meetings of Interestholders, receive and tabulate votes cast by proxy and communicate to the Trust borrows funds; the results of such tabulation accompanied by appropriate certificates; (xiiq) develop deal with and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one answer all correspondence from or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the FundsInterestholders relating to the functions of the Administrator under this Agreement; (r) have the power to pay out of the assets of the Trust or any Series such amounts as may be required from time to time by it in order to enable it to perform its duties hereunder for the account of the Trust or any Series and in this connection and for these purposes to draw on such bank accounts of the Trust or any Series as may be approved for the purpose by the Trustees or officers of the Trust; (s) generally perform all duties usually performed by registrars of companies including the keeping of all records required to be kept and made under regulations in the Cayman Islands for the time being in force; (t) prepare and maintain the books and records of the Trust in accordance with the Trust Documents and applicable law, and maintain originals of the Trust Documents, written consents of Trustees, Interestholders and Committees, minutes of meetings, contracts to which the Trust is a party, registration statements of the Trust, and books and records of account (including journals, general and auxiliary ledgers and securities ledgers); (u) maintain all documents of the Trust relating to the aforesaid (including all canceled cheques and similar documents) in safe custody and not destroy the same except as agreed with the Trust; (v) provide in Toronto, Canada accounting services to the Trust, which shall include, when applicable, (i) subject to the supervision of the investment adviser of the Series, computing the Net Asset Value of the Trust daily in the manner provided in the Trust Documents and procedures adopted by the Trustee; (ii) calculating the management, maintenance and other fees payable to the Series' investment adviser and administrators; and (xviii) provide such assistance to at the investment adviserrequest of the Trustees, the custodianpreparing reports containing statements of net assets, other Trust service providers operations and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information subsidiary or detailed reports as may be necessary or appropriate for reasonably requested by the Administrator’s performance Trust; (x) subject to the approval of its duties the Trustees, suspend the determination of the Net Asset Value of the Trust in accordance with the Trust Documents; and (y) perform and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which provide such other services as may be based on information provided reasonably requested by a pricing servicethe Trustees and appropriate to the business of the Trust. (2) and records of expenses borne by each Fund, and the The Administrator shall be entitled deemed to rely on have received proper instructions or authorization from the accuracy and completeness Trust upon receipt of written, cabled, telexed or telecopied instructions signed by such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons as the Trustees shall from time to time authorize to give such instructions. A certified copy of the resolution of the Trustees shall be conclusive evidence of the authority of any such person to act until the Administrator is in receipt of written notice to the contrary. (3) Upon instruction from the Treasurer of the Trust, the Administrator shall open and maintain separate bank account or entitiesaccounts in the name of the Trust, either jointly with subject only to draft or order by the Administrator acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Trust. Funds held by the Administrator for the Trust may be deposited by it to its credit as Administrator in the banking department of the Administrator or otherwisein such other banks or trust companies as it may in its discretion deem necessary or desirable; PROVIDED, for however, that each such persons bank or entities trust company and the funds to provide certain services to be deposited with each Trust which would otherwise such bank or trust company shall be performed approved by the Trust. Such funds shall be deposited by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts in its capacity as Administrator and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of be withdrawable by the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event only in that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofcapacity. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform provide the following services, except to the extent that a Fund has engaged one or more other service providers to provide such services: A. Provide office space, equipment and facilities (which may belong to the Administrator or its affiliates) for maintaining each Fund's organization, for meetings of each Fund's Board of Directors and shareholders, and for performing administrative services under this Agreement; B. Supervise and manage all aspects of each Fund's business and affairs, and assist each Fund in selecting and coordinating the activities of the other agents engaged by each Fund, including each Fund's shareholder servicing agent, custodian, independent accountants and legal counsel; C. Determine and arrange for the performance publication of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of the shares of each Fund’s shares; (iv) calculate dividends . D. Provide non-investment related statistical and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks research data and such other persons reports, evaluations and information as each Fund may request from time to time; E. Provide the services of individuals competent to perform all of each Fund's executive, administrative and clerical functions; F. Prepare, amend and update (with the advice of each Fund's counsel) each Fund's Registration Statement on Form N-1A and prepare any necessary proxy statements and all annual and semi-annual reports to shareholders; G. Arrange for the printing and mailing of proxy statements and other reports or materials provided to shareholders; H. Assist in any such the preparation of each Fund's federal and state tax returns and required tax filings other capacity deemed than those required to be necessary made by each of the Fund's other service providers; I. Maintain each of the Fund's existence, and during such times as the shares of each of the Funds are publicly offered, maintain or desirable; (vi) furnish corporate secretarial services to arrange for the maintenance of the registration and qualification of the shares under federal and state law; J. Keep and maintain the financial accounts and records of each Trust, including, without limitation, preparation Fund; K. Provide the Board on a regular basis with reports and analyses of materials necessary each of the Fund's operations and provide administrative support in connection with necessary meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board and each of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.Fund's shareholders; and

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. However, as of the date hereof the parties agree that the Administrator shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Administrator and BNY Mellon Investment Servicing (US) Inc. (or an affiliate thereof) or with respect to any Outside Service Agreements among the Trust, the Administrator and U.S. Bank (or an affiliate thereof). (c) All activities of the Administrator shall be conducted in accordance with each Trust’s 's Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. The Administrator agrees that it will provide all administrative services necessary and customary to administer a mutual fund, as well as all necessary and customary fund accounting services other than those provided by the Fund's independent accountants, and will provide the Fund with the necessary office space, communication and data processing facilities and personnel to perform such services for the Fund, including: (a) The Monitor all regulatory (1940 Act and IRS) and prospectus restrictions for compliance; (b) Prepare and coordinate the printing of semi-annual and annual financial statements; (c) Prepare selected management reports for performance and compliance analyses as agreed upon by the Fund Adviser and Administrator shall perform or arrange from time to time; (d) Prepare selected financial data required for directors' meetings as agreed upon by the performance Fund's Board of Directors and the Administrator from time to time and coordinate directors meeting agendas with outside legal counsel to the Fund; (e) Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Fund's independent public accountants; (f) Prepare the Fund's federal, state, and local tax returns to be reviewed by the Fund's independent public accountants; (g) Prepare and maintain the Fund's operating expense budget to determine proper expense accruals to be charged to the Fund in order to calculate it's daily net asset value; (h) 1940 ACT filings - In conjunction with the Fund's outside legal counsel the Administrator will: -- Prepare the Fund's Form N-SAR reports; -- Update all financial sections of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and 's Statement of Additional Information filed under the Securities Act of 1933, as amendedand coordinate its completion; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf -- Update all financial sections of the FundsFund's prospectus and coordinate its completion; -- Update all financial sections of the Fund's proxy statement and coordinate its completion; -- Prepare an annual update to Fund's 24f-2 filing (xvif applicable); (i) provide such assistance Monitor services provided by the Fund's custodian bank as well as any other service providers to the investment adviserFund; (j) Provide appropriate financial schedules (as requested by the Fund's independent public accountants or SEC examiners), coordinate the custodianFund's annual or SEC audit, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information provide office facilities as may be required; (k) Attend all management and board of directors meetings; (l) The preparation and filing (filing fee to be paid by the Fund) of applications and reports as necessary to register or appropriate for maintain the Administrator’s performance Funds registration under the securities or "Blue Sky" laws of the various states selected by the Fund's Adviser or its duties Distributor. (a) Timely calculate and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) transmit to NASDAQ the Fund's daily net asset value and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of communicate such information in performing its duties hereunder. Notwithstanding anything value to the contrary herein contained, each Trust, Fund and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, its transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers . Net asset value as determined by 1940 Act and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds.prospectus; (b) In providing for any or Maintain and keep current all books and records of the services listed in section 2(a) hereofFund as required by Rule 31a-1 under the 1940 Act, as such rule or any successor rule may be amended from time to time ("Rule 31a-1"), that are applicable to the fulfillment of Administrator's duties hereunder, as well as any other documents necessary or advisable for compliance with applicable regulations as may be mutually agreed to between the Fund and in satisfaction the Administrator. Without limiting the generality of its obligations to provide such servicesthe foregoing, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that will prepare and maintain the Administrator shall be as fully responsible to the Funds for the acts following records: --Cash receipts journal --Cash disbursements journal --Dividend record --Purchase and omissions of any such service providers as it would be for its own acts or omissions hereunder sales - portfolio securities journals --Subscription and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.redemption journals --Security ledgers --Broker ledger --General ledger

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund and its Portfolios (each reference herein to the Fund shall also be understood to refer to the separate Portfolios, as appropriate), subject to the supervision and direction of the Board of Directors of the Fund, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds Fund for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each the Fund’s 's shares; (iv) calculate dividends and distributions and performance datacalculate, and prepare other financial information regarding each Trust; (v) oversee and assist in or arrange for the coordination calculation of, dividends and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Fund's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s 's expenses; (x) provide routine accounting services to the FundsFund, and consult with each Trust’s the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s 's compliance with legal and regulatory requirements and with each the Fund’s 's investment policies and restrictions as set forth in each the Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment advisermanager, the custodian, other Trust Fund service providers and the Fund Fund's counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent investment manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund, provided that any such agreement shall have been approved by the Board of Directors of the Fund, and provided further that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board"), as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vii) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (viii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder, (other than state “blue sky” laws)ix) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholdersrecords for the Fund, oversee (x) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (ix) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (x) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (ix), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all rendering the services specified in subsection (a) above, the Administrator may, subject to the approval of the Fund's Board of Trustees, cause such services listed in section 2(a) hereof, or any portion thereof to be provided by another person pursuant to a sub-administration agreement; PROVIDED that the Administrator shall remain responsible for monitoring and in satisfaction overseeing the performance by such person of its obligations to provide the Fund under such servicessub-administration agreement. Subject to the approval of the Fund's Board of Trustees, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each the Trust as required by law or otherwise for the proper operation of each the Trust; (ii) prepare and, subject to approval by each the Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each the Trust, including, without limitation, preparation of materials necessary in connection with meetings of each the Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each the Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each the Trust; (xi) prepare such financial information and reports as may be required by any banks from which each the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each the Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each the Trust. Each The Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each the Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each the Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts Trust may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each the Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter Trust enters into such an Outside Service Agreement, the Trusts Trust and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts Trust obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof.. However, as of the date hereof the parties agree that the Administrator shall not be required to adjust its fees hereunder with respect to any Outside Service Agreements among the Trust, the Administrator and BNY Mellon Investment Servicing (US) Inc. (c) All activities of the Administrator shall be conducted in accordance with each the Trust’s Agreement and Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Trust hereby retains the Administrator to act as administrator of the Trust and its Funds (each reference herein to the Trust shall also be understood to refer to the separate Funds, as appropriate), subject to the oversight of the Board of Trustees of the Trust, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical servicesservices with respect to the Trust: (i) maintain and preserve the books and records, including financial and corporate records, of each the Trust as required by law or otherwise for the proper operation of each the Trust; (ii) prepare and, subject to approval by each the Trust, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund Trust shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds Trust for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each Fund’s the Trust's shares; (iv) calculate calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding each the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Trust by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; ; (vi) furnish corporate secretarial services to each the Trust, including, without limitation, preparation of materials necessary in connection with meetings of each the Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s the Trust's expenses; (x) provide routine accounting services to the FundsTrust, and consult with each the Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each the Trust; (xi) prepare such financial information and reports as may be required by any banks from which each the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s the Trust's compliance with legal and regulatory requirements and with each the Fund’s 's investment policies and restrictions as set forth in each the Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; and (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Manager, the custodian, other Trust service providers and the Fund Trust's counsel and auditors as generally may be required to carry on properly the business and operations of each the Trust. Each The Trust agrees to cause the portfolio management agent Investment Manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fundthe Trust, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each the Trust, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Trust, provided that any such agreement shall have been approved by the Board of Trustees of the Trust, and provided further that the Administrator shall be as fully responsible to the Funds Trust for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. The Administrator will provide the Fund with the necessary office space, communication facilities and personnel to perform the following services for the Fund: (a) The Administrator shall perform or arrange for the performance of the following administrative Monitor all regulatory (1940 Act and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing serviceIRS) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible prospectus restrictions for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds.compliance; (b) In providing for any or Prepare and coordinate the printing of all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof.share holder financial statements; (c) All activities Prepare selected management reports for performance and compliance analyses as agreed upon by the Fund and Administrator from time to time; (d) Prepare selected financial data required for directors' meetings as agreed upon by the Fund and the Administrator from time to time and coordinate directors meeting agendas with legal counsel to the Fund; (e) Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Fund's independent public accountants; (f) Prepare the Fund's federal, state, and local tax returns to be reviewed by the Fund's independent public accountants; (g) Prepare and maintain the Fund's operating expense budget to determine proper expense accruals to be charged to the Fund in order to calculate it's daily net asset value; (h) 1940 ACT filings - - Prepare the Fund's Form N-SAR reports; - Update all financial sections of the Administrator shall Fund's Statement Of Additional Information and coordinate its completion; - Update all financial sections of the Fund's prospectus and coordinate its completion; - Update all financial sections of the Fund's proxy statement and coordinate its completion; - Prepare an annual update to Fund's 24f-2 filing (if applicable); (i) Monitor services provided by the Fund's custodian bank as well as any other service providers to the Fund; (j) Answer inquiries from shareholders and broker/dealers on all Fund queries other than investment decisions, and maintain courtesy mailing lists; (k) Provide appropriate financial schedules (as requested by the Fund's independent public accountants or SEC examiners), coordinate the Fund's annual or SEC audit, and provide office facilities as may be conducted in accordance with each Trust’s Declaration required; (l) Attend management and board of Trust, By-laws directors meetings as requested; and (m) The preparation and filing (filing fee to be paid by the Fund) of applications and reports as necessary to register or maintain the Funds registration statement, under the supervision and direction securities or "Blue Sky" laws of the Board various states selected by the Fund's Distributor. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulationsFund.

Duties of the Administrator. (a) The Trust hereby retains the Administrator to act as administrator of the Trust, subject to the supervision and direction of the Board of Trustees of the Trust (the "Board"), as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Trust, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each Trust; (ii) authorize expenditures and approve bills for payment on the Trust's behalf; (iii) supervise preparation of the periodic updating of the Trust's Registration Statement on Form N-1A; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to the Trust's shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of each Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Trust, including the Trust's attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Trust with record-keeping requirements under the 1940 Act and regulations thereunder; (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholders, oversee records for the Trust; (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expensesreturns; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement the Internal Revenue Code of Additional Information filed under the Securities Act of 19331986, as amended; and (xiiixi) arrange provide the Trust with such personnel as requested from time to time by the Trust for the performance of clerical, accounting and other office services of persons who may be appointed as officers of each described in (i) through (x), above, and for coordinating the Trust's affairs with its sub-administrator, including the Presidenttransfer agent, Vice Presidents, Treasurer, Secretary custodian and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustdistributor. Each The Trust agrees to deliver or cause the portfolio management agent to deliver to the Administratorbe delivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each Fundthe Funds, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of rendering the services listed specified in section 2(asubsection (a) hereof, and in satisfaction of its obligations to provide such servicesabove, the Administrator may enter into agreements with one may, subject to the approval of the Board, cause such services or more other persons or entities, such as any portion thereof to be provided by another person pursuant to a sub-administrator, to provide such services to each Trust administration agreement; provided that the Administrator shall be as fully remain responsible for monitoring and overseeing the performance by such person of its obligations to the Funds for Trust under such sub-administration agreement. Subject to the acts approval of the Board, the fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant Trust. (c) The Trust currently consists of the Initial Fund and its respective classes of shares as listed on Schedule A to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service AgreementTrust establishes one or more additional Funds of the Trust with respect to which the Trust wishes to retain the Administrator to act as administrator hereunder, the Trusts Trust shall notify the Administrator in writing. Upon written acceptance by the Administrator, such additional Fund(s) shall become subject to the provisions of this Agreement to the same extent as the Initial Fund, except to the extent that such provisions, including those related to compensation and expenses payable, may be modified with respect to such Fund(s) in writing by the Trust and the Funds shall look to Administrator at the counterparty directly for the performance time of the contracted services (subject to any supervision responsibilities addition of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund(s). (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. The Administrator will provide the Fund with the necessary office space, communication facilities and personnel to perform the following services for the Fund: (a) The Administrator shall perform or arrange Monitor all regulatory (1940 Act, IRS and state) and prospectus restrictions for compliance; (b) Prepare and coordinate the performance printing of the following administrative semi-annual and clerical services: (i) maintain and preserve the books and recordsannual financial statements, including financial and corporate recordsother communications to shareholders, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statementsincluding, notices, reportsproxy statements and forms of proxy; (c) Prepare selected management reports for performance and compliance analyses as agreed upon by the Fund and Administrator from time to time; (d) Prepare selected financial data required for directors' meetings as agreed upon by the Fund and the Administrator from time to time and coordinate directors meeting agendas with outside legal counsel to the Fund; (e) Determine income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Fund's independent public accountants; (f) Prepare the Fund's federal, state, and local tax returns to be reviewed by the Fund's independent public accountants; (g) Prepare and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws)maintain the Fund's operating expense budget to determine proper expense accruals to be charged to the Fund, including proxy materials and periodic reports to Fund shareholdersthe calculation of contractual expense limitations, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” lawsexpense waivers, and oversee all Fund disbursements, in order to calculate it's daily net asset value,; (h) 1940 ACT filings - In conjunction with the monitoring of sales of shares Fund's outside legal counsel the Administrator will: . Prepare the Fund's Form N-SAR reports; . Update all financial sections of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and 's Statement of Additional Information filed under the Securities Act of 1933, as amendedand coordinate its completion; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf . Update all financial sections of the FundsFund's prospectus and coordinate its completion; . Update all financial sections of the Fund's proxy statement and coordinate its completion; . Prepare an annual update to Fund's 24f-2 filing (xvif applicable); (i) provide such assistance Monitor services provided by the Fund's custodian bank as well as any other service providers to the investment adviserFund; (j) Provide appropriate financial schedules (as requested by the Fund's independent public accountants or SEC examiners), coordinate the custodianFund's annual or SEC audit, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information provide office facilities as may be required; (k) Attend management and board of directors meetings as requested; (l) The preparation and filing (filing fee to be paid by the Fund) of applications and reports as necessary to register or appropriate for maintain the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and Funds registration under the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation securities or "Blue Sky" laws of the Funds. (b) In providing various states selected by the Fund or its Distributor. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or all otherwise be deemed an agent of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund and its Portfolios (each reference herein to the Fund shall also be understood to refer to the separate Portfolios, as appropriate), subject to the supervision and direction of the Board of Directors of the Fund, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds Fund for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each the Fund’s shares; (iv) calculate calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Fund by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trustthe Fund’s Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s expenses; (x) provide routine accounting services to the FundsFund, and consult with each Trustthe Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s compliance with legal and regulatory requirements and with each the Fund’s investment policies and restrictions as set forth in each the Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment advisermanager, the custodian, other Trust Fund service providers and the Fund Fund’s counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent investment manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund, provided that any such agreement shall have been approved by the Board of Directors of the Fund, and provided further that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each the Trust as required by law or otherwise for the proper operation of each the Trust; (ii) prepare and, subject to approval by each the Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each the Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each the Trust, including, without limitation, preparation of materials necessary in connection with meetings of each the Trust’s 's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each the Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each the Trust’s 's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each the Trust; (xi) prepare such financial information and reports as may be required by any banks from which each the Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each the Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each the Trust. Each The Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each the Trust, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers any third party pricing services and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party blue sky services. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Trust, provided that any such agreement shall have been approved by the Board of Trustees of the Trust, and provided further that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each the Trust’s 's Declaration of Trust, By-laws and registration statementprospectus, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Company hereby retains the Administrator to act as administrator of the Company and its Portfolio (each reference herein to the Company shall also be understood to refer to the Portfolio), subject to the supervision and direction of the Board of Directors of the Company, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Company as required by law or otherwise for the proper operation of each Trustthe Company; (ii) prepare and, subject to approval by each Trustthe Company, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund Company shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds Company for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each Fundthe Company’s shares; (iv) calculate calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Company; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Company by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Company, including, without limitation, preparation of materials necessary in connection with meetings of each Trustthe Company’s Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Company with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Company with administrative office and data processing facilities; (ix) arrange for payment of each Fundthe Company’s expenses; (x) provide routine accounting services to the FundsCompany, and consult with each Trustthe Company’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Company; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Company borrows funds; (xii) develop and implement procedures to monitor each Fundthe Company’s compliance with legal and regulatory requirements and with each Fundthe Company’s investment policies and restrictions as set forth in each Fundthe Company’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Company, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment advisermanager, the custodian, other Trust Company service providers and the Fund Company’s counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Company. Each Trust The Company agrees to cause the portfolio management agent investment manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fundthe Company, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Company, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Company, provided that any such agreement shall have been approved by the Board of Directors of the Company, and provided further that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board") , as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following such administrative and clerical servicesservices as may be necessary for administering the business affairs of the Fund, including without limitation, the following: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vi) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (vii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder; (other than state “blue sky” laws)viii) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholders, oversee records for the Fund; (ix) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (x) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (xi) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (x), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all rendering the services specified in subsection (a) above, the Administrator may, subject to the approval of the Board, cause such services listed in section 2(a) hereof, or any portion thereof to be provided by another person pursuant to a sub-administration agreement; PROVIDED that the Administrator shall remain responsible for monitoring and in satisfaction overseeing the performance by such person of its obligations to provide the Fund under such servicessub-administration agreement. Subject to the approval of the Board, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Company as required by law or otherwise for the proper operation of each Trustthe Company; (ii) prepare and, subject to approval by each Trustthe Company, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s 's shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Company; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Company, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Company's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Company with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Company with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s 's expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s the Company's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Company; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Company borrows funds; (xii) develop and implement procedures to monitor each Fund’s 's compliance with legal and regulatory requirements and with each Fund’s 's investment policies and restrictions as set forth in each Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Company, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Adviser, the custodian, other Trust Company service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Company. Each Trust The Company agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Company, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers any third party pricing services and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party blue sky services. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Company, provided that any such agreement shall have been approved by the Board of Directors of the Company, and provided further that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration the Company's Articles of TrustIncorporation, By-laws and registration statementprospectus, under the supervision and direction of the Board of TrusteesDirectors, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Company hereby retains the Administrator to act as administrator of the Funds, subject to the supervision and direction of the Board of Directors of the Company, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative services and clerical services: (i) maintain and preserve keep the books and records, including financial and corporate records, records of each Trust as required by law or otherwise for the proper operation of each TrustFunds; (ii) prepare and, subject to approval by each Trust, and file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state state, and other applicable laws and regulations to maintain the Funds' registrations as separate portfolios of an open-end investment company; (other than state “blue sky” laws), including iii) prepare proxy materials and periodic reports to Fund the Funds' shareholders, oversee the preparation and filing of registration statements, notices, ; (iv) provide reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of periodic information regarding the Funds for compliance with state securities lawsto Merrill Lynch Service Agent representatives; (iiiv) calculate and publish calculate, or arrange xxx xxe xxxxulation of, the net asset value of each Fund’s the Funds' shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (vvi) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others includingothers, but not limited to, the custodianincluding their respective custodians, registrar, transfer agent, dividend disbursing agent and dividend disbursing reinvestment plan agent, shareholder servicing agentsas well as accounting, 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; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas auditing and other Board materialsservices; (vii) provide each Trust the Funds with the services of an adequate number of persons competent to perform the such administrative and clerical functions described hereinas are necessary to provide effective operation of the Funds; and (viii) provide each Trust the Funds with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust The Company agrees to cause the portfolio management agent transfer agent, the custodian and Investment Adviser to deliver to the Administratordeliver, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reportsrecords of purchases and redemptions of shares of the Funds, records of transactions, valuations assistance in valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of information or materials for the shareholder reports and expenses borne by each Fund, the Funds and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Company hereby retains the Administrator to act as administrator of the Company and its Portfolios (each reference herein to the Company shall also be understood to refer to the separate Portfolios, as appropriate), subject to the supervision and direction of the Board of Directors of the Company, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Company as required by law or otherwise for the proper operation of each Trustthe Company; (ii) prepare and, subject to approval by each Trustthe Company, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund Company shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds Company for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each Fund’s the Company's shares; (iv) calculate calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Company; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Company by others includingothers, but not limited to, including the custodian, registrar, transfer agent and dividend disbursing agent, 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; (vi) furnish corporate secretarial services to each Trustthe Company, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Company's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Company with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Company with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s the Company's expenses; (x) provide routine accounting services to the FundsCompany, and consult with each Trust’s the Company's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Company; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Company borrows funds; (xii) develop and implement procedures to monitor each Fund’s the Company's compliance with legal and regulatory requirements and with each Fund’s the Company's investment policies and restrictions as set forth in each Fund’s the Company's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Company, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment advisermanager, the custodian, other Trust Company service providers and the Fund Company's counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Company. Each Trust The Company agrees to cause the portfolio management agent investment manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fundthe Company, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Company, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Company, provided that any such agreement shall have been approved by the Board of Directors of the Company, and provided further that the Administrator shall be as fully responsible to the Funds Company for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund, subject to the supervision and direction of the Board of Trustees of the Fund (the "Board") , as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain provide office space, telephone, office equipment and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise supplies for the proper operation of each TrustFund; (ii) authorize expenditures and approve bills for payment on the Fund's behalf; (iii) supervise preparation of the periodic updating of the Fund's Registration Statement on Form N-2; (iv) prepare and, subject to approval by each Trust, file registration statementsperiodic reports, notices, reports, tax returns correspondence and other documents required by U.S. Federalcommunications to Fund shareholders and supervise the filing of these as appropriate with the Securities and Exchange Commission; (v) supervise the pricing of the Fund's investment portfolio and the publication of the net asset value of shares, state earnings reports and other applicable laws financial data; (vii) monitor relationships with organizations providing services to the Fund, including the Fund's attorneys, accountants, custodian, transfer agent and printers; (viii) supervise compliance of the Fund with record-keeping requirements under the 1940 Act and regulations thereunder, (other than state “blue sky” laws)ix) maintain or cause to be maintained by a custodian and transfer agent, including proxy materials books and periodic reports to Fund shareholdersrecords for the Fund, oversee (x) supervise the preparation and filing of registration statements, notices, tax reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for returns; (ix) monitor compliance with state securities laws; (iii) calculate and publish the net asset value Internal Revenue Code of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and1986, as amended; and (x) provide the Board may reasonably request or deem appropriate, make reports and recommendations Fund with such personnel as requested from time to time by the Board on, Fund for the performance of administrative clerical, accounting and professional other office services rendered to described in (i) through (ix), above, and for coordinating the Funds by others including, but not limited to, the custodian, registrarFund's affairs with its sub-administrator, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed custodian. The Fund agrees to deliver or cause to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administratordelivered, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations valuation of investments in United States dollars (which may be based on information provided by a pricing service) and records of shareholder reports and expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all rendering the services specified in subsection (a) above, the Administrator may, subject to the approval of the Fund's Board of Trustees, cause such services listed in section 2(a) hereof, or any portion thereof to be provided by another person pursuant to a sub-administration agreement; PROVIDED that the Administrator shall remain responsible for monitoring and in satisfaction overseeing the performance by such person of its obligations to provide the Fund under such servicessub-administration agreement. Subject to the approval of the Fund's Board of Trustees, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts fees and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which charged by such person shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one paid or more persons reimbursed directly or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed indirectly by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereofFund. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform provide the following services, except to the extent that a Fund has engaged one or more other service providers to provide such services: A. Provide office space, equipment and facilities (which may belong to the Administrator or its affiliates) for maintaining each Fund's organization, for meetings of each Fund's Board of Directors/Trustees and shareholders, and for performing administrative services under this Agreement; B. Supervise and manage all aspects of each Fund's business and affairs, and assist each Fund in selecting and coordinating the activities of the other agents engaged by each Fund, including each Fund's shareholder servicing agent, custodian, independent accountants and legal counsel; C. Determine and arrange for the performance publication of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of the shares of each Fund’s shares; (iv) calculate dividends . D. Provide non-investment related statistical and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks research data and such other persons reports, evaluations and information as each Fund may request from time to time; E. Provide the services of individuals competent to perform all of each Fund's executive, administrative and clerical functions; F. Prepare, amend and update (with the advice of each Fund's counsel) each Fund's Registration Statement on Form N-1A and prepare any necessary proxy statements and all annual and semi-annual reports to shareholders; G. Arrange for the printing and mailing of proxy statements and other reports or materials provided to shareholders; H. Assist in any such the preparation of each Fund's federal and state tax returns and required tax filings other capacity deemed than those required to be necessary made by each of the Fund's other service providers; I. Maintain each of the Fund's existence, and during such times as the shares of each of the Funds are publicly offered, maintain or desirable; (vi) furnish corporate secretarial services to arrange for the maintenance of the registration and qualification of the shares under federal and state law; J. Keep and maintain the financial accounts and records of each Trust, including, without limitation, preparation Fund; K. Provide the Board on a regular basis with reports and analyses of materials necessary each of the Fund's operations and provide administrative support in connection with necessary meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment of each Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trust, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board and each of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.Fund's shareholders; and

Duties of the Administrator. (a) The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate company records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each the Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds Fund by others including, but not limited to, the custodian, registrar, transfer agent and agent, accounting services agent, dividend disbursing agent, 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; (vi) furnish corporate company secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trustthe Fund’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s expenses; (x) provide routine accounting services to the Funds, and consult with each Trustthe Fund’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s compliance with legal and regulatory requirements and with each the Fund’s investment policies and restrictions as set forth in each the Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf of the FundsFund; (xv) prepare and file Forms 3, 4 and 5 as required by Section 30(h) of the 1940 Act, upon receipt of information from the Fund’s trustees and officers; (xvi) prepare reports related to the Fund’s preferred stock and borrowings, if any, as required by rating agencies and/or any banks as may be mutually agreed upon; (xvii) oversee implementation of any dividend reinvestment or stock purchase plans authorized by the Board and refer requests for transactions under such plans to the Fund’s dividend reinvestment plan agent; (xviii) arrange for the preparation of any written statement required by Section 19(a) of the 1940 Act and the regulations thereunder to be furnished to shareholders in connection with the payment of dividends and distributions, and arrange for the distribution of such statements to shareholders; (xix) respond to, or refer to the Fund’s investment adviser, the Fund’s officers, other service providers to the Fund or other appropriate persons, inquiries from shareholders or other persons relating to the Fund; and (xvxx) provide such assistance to the investment adviser, the custodian, other Trust Fund service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, accounting services agent, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the FundsFund. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund provided that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the FundsFund. In the alternative, the Trusts Fund may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust the Fund which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter Fund enters into such an Outside Service Agreement, the Trusts and the Funds Fund shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trustthe Fund’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund and its Portfolios (each reference herein to the Fund shall also be understood to refer to the separate Portfolios, as appropriate), subject to the supervision and direction of the Board of Directors of the Fund, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of each Fund’s shares; (iv) calculate dividends and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; registration (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Fund's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s 's expenses; (x) provide routine accounting services to the FundsFund, and consult with each Trust’s the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s 's compliance with legal and regulatory requirements and with each the Fund’s 's investment policies and restrictions as set forth in each the Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Manager, the custodian, other Trust Fund service providers and the Fund Fund's counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent Investment Manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party pricing services or any third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(al(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund, provided that any such agreement shall have been approved by the Board of Directors of the Fund, and provided further that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Fund hereby retains the Administrator to act as administrator of the Fund and its Portfolios (each reference herein to the Fund shall also be understood to refer to the separate Portfolios, as appropriate), subject to the supervision and direction of the Board of Directors of the Fund, as hereinafter set forth. The Administrator shall perform or arrange for the performance of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust the Fund as required by law or otherwise for the proper operation of each Trustthe Fund; (ii) prepare and, subject to approval by each Trustthe Fund, file registration statements, notices, reports, tax returns reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “"blue sky” " laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “"blue sky” " laws, and oversee the monitoring of sales of shares of the Funds Fund for compliance with state securities laws; (iii) calculate and publish publish, or arrange for the calculation and publication of, the net asset value of each the Fund’s 's shares; (iv) calculate calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding each Trustthe Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, 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; oversee (vi) furnish corporate secretarial services to each Trustthe Fund, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s the Fund's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust the Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide each Trust the Fund with administrative office and data processing facilities; (ix) arrange for payment of each the Fund’s 's expenses; (x) provide routine accounting services to the FundsFund, and consult with each Trust’s the Fund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of each Trustthe Fund; (xi) prepare such financial information and reports as may be required by any banks from which each Trust the Fund borrows funds; (xii) develop and implement procedures to monitor each the Fund’s 's compliance with legal and regulatory requirements and with each the Fund’s 's investment policies and restrictions as set forth in each the Fund’s 's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; (xiii) arrange for the services of persons who may be appointed as officers of each Trustthe Fund, including the President, Vice Presidents, Treasurer, Secretary and one or more assistant officers; and (xiv) prepare and file appropriate class action securities litigation claims on behalf of the Funds; and (xv) provide such assistance to the investment adviserInvestment Manager, the custodian, other Trust Fund service providers and the Fund Fund's counsel and auditors as generally may be required to carry on properly the business and operations of each Trustthe Fund. Each Trust The Fund agrees to cause the portfolio management agent Investment Manager to deliver to the Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s 's performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each the Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trustthe Fund, and not the Administrator, shall be responsible for and bear the costs cost of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers any third party pricing services and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Fundsany third party blue sky services. (b) In providing for any or all of the services listed indicated in section 2(a1(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust the Fund, provided that any such agreement shall have been approved by the Board of Directors of the Fund, and provided further that the Administrator shall be as fully responsible to the Funds Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction of the Board of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.

Duties of the Administrator. (a) The Administrator shall perform provide the following services, except to the extent that the Trust has engaged one or more other service providers to provide such services on behalf of a Fund: A. Provide office space, equipment and facilities (which may belong to the Administrator or its affiliates) for maintaining the Trust’s and Funds’ organization, for meetings of the Trust’s Board of Trustees (“Board”) and shareholders, and for performing administrative services under this Agreement; B. Supervise and manage all aspects of each Fund’s business and affairs, and assist each Fund in selecting and coordinating the activities of the other agents engaged by the Trust on behalf of each Fund, including each Fund’s shareholder servicing agent, custodian, independent accountants and legal counsel; C. Determine and arrange for the performance publication of the following administrative and clerical services: (i) maintain and preserve the books and records, including financial and corporate records, of each Trust as required by law or otherwise for the proper operation of each Trust; (ii) prepare and, subject to approval by each Trust, file registration statements, notices, reports, tax returns and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state “blue sky” laws), including proxy materials and periodic reports to Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state “blue sky” laws, and oversee the monitoring of sales of shares of the Funds for compliance with state securities laws; (iii) calculate and publish the net asset value of the shares of each Fund’s shares; (iv) calculate dividends . D. Provide non-investment related statistical and distributions and performance data, and prepare other financial information regarding each Trust; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Funds by others including, but not limited to, the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks research data and such other persons in any such other capacity deemed reports, evaluations and information as each Fund may request from time to be necessary or desirable; (vi) furnish corporate secretarial services to each Trust, including, without limitation, preparation of materials necessary in connection with meetings of each Trust’s Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide each Trust with time; E. Provide the services of an adequate number of persons individuals competent to perform the administrative and clerical functions described herein; (viii) provide each Trust with administrative office and data processing facilities; (ix) arrange for payment all of each Fund’s expenses; executive, administrative and clerical functions; F. Prepare, amend and update (xwith the advice of Trust counsel) provide routine accounting services the Trust’s Registration Statement on Form N-1A with respect to the Funds and prepare any necessary proxy statements and all annual and semi annual reports to shareholders; G. Arrange for the printing and mailing of proxy statements and other reports or materials provided to Fund shareholders; H. Assist in the preparation of each Fund’s federal and state tax returns and required tax filings other than those required to be made by a Fund’s other service providers; I. Maintain the existence of the Trust and the Funds, and consult with each Trust’s officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing during such times as the accounting policies shares of each Trust; (xi) prepare such financial information and reports as may be required by any banks from which each Trust borrows funds; (xii) develop and implement procedures to monitor each Fund’s compliance with legal and regulatory requirements and with each Fund’s investment policies and restrictions as set forth in each Fund’s currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933Funds are publicly offered, as amended; (xiii) maintain or arrange for the services maintenance of persons who may be appointed as officers the registration and qualification of the shares under federal and state law; J. Keep and maintain the financial accounts and records of each Trust, including Fund; K. Provide the President, Vice Presidents, Treasurer, Secretary Board on a regular basis with reports and one or more assistant officers; (xiv) prepare and file appropriate class action securities litigation claims on behalf analyses of the Funds; ’ operations and (xv) provide such assistance to the investment adviser, the custodian, other Trust service providers and the Fund counsel and auditors as generally may be required to carry on properly the business and operations of each Trust. Each Trust agrees to cause the portfolio management agent to deliver to the Administrator, on a timely basis, such information as may be administrative support in connection with necessary or appropriate for the Administrator’s performance of its duties and responsibilities hereunder, including but not limited to, shareholder reports, records of transactions, valuations of investments (which may be based on information provided by a pricing service) and records of expenses borne by each Fund, and the Administrator shall be entitled to rely on the accuracy and completeness of such information in performing its duties hereunder. Notwithstanding anything to the contrary herein contained, each Trust, and not the Administrator, shall be responsible for and bear the costs of other service providers such as the custodian, transfer agent, dividend disbursing agent, shareholder servicing agents, legal counsel, independent auditors, underwriters, brokers and dealers, corporate fiduciaries, insurers, printers, banks and such other persons as may be necessary for the proper operation of the Funds. (b) In providing for any or all of the services listed in section 2(a) hereof, and in satisfaction of its obligations to provide such services, the Administrator may enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to each Trust provided that the Administrator shall be as fully responsible to the Funds for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder and provided that the Administrator shall be responsible for the payment of such services, with the exception of out-of-pocket expenses which shall be billed to the Funds. In the alternative, the Trusts may enter into agreements with one or more persons or entities, either jointly with the Administrator or otherwise, for such persons or entities to provide certain services to each Trust which would otherwise be performed by the Administrator pursuant to this Agreement (each such agreement, an “Outside Service Agreement”). In the event that the Trusts enter into such an Outside Service Agreement, the Trusts and the Funds shall look to the counterparty directly for the performance of the contracted services (subject to any supervision responsibilities of the Administrator hereunder) and shall also be responsible for the payment of applicable fees and expenses. In the event that the Trusts obtain services otherwise required of the Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator’s fees shall be adjusted in accordance with the Compensation section hereof. (c) All activities of the Administrator shall be conducted in accordance with each Trust’s Declaration of Trust, By-laws and registration statement, under the supervision and direction meetings of the Board and of Trustees, and in conformity with the 1940 Act and other applicable federal and state securities laws and regulations.shareholders of each Fund; and