Common use of Duties of the Administrator Clause in Contracts

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the Portfolio, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfolio.

Duties of the Administrator. Subject The Trust hereby employs the Administrator to act as administrator of the Fund and to administer its affairs, subject to the general direction and control supervision of the Board of Trustees of the PortfolioTrust, for the period and on the terms set forth in this Agreement. The Administrator shall perform hereby accepts such administrative employment, and management services as may from time undertakes to time be reasonably requested by afford to the Portfolio, which shall include without limitation: (a) providing Trust the advice and assistance of the Administrator's organization in the administration of the Fund and to furnish for the use of the Fund office spacespace and all necessary office facilities, equipment and clerical personnel necessary for maintaining administering the organization affairs of the Portfolio Fund and for performing to pay the administrative salaries and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, fees of all officers and employees Trustees of the Trust who are members of the Administrator's organization and all personnel of the Administrator performing services relating to serve administrative activities. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as Trusteesotherwise expressly provided or authorized, officers have no authority to act for or agents represent the Trust in any way or otherwise be deemed an agent of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust or the Fund.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioFund, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, Fund. The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioFund, for DirectorsTrustees, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund's xxxxxxxxn and other independent contractors or agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio Fund with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorscommittees of Trustees; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineFund. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioFund or any person or agent responsible for state registration or renewal functions of the Fund. Accounts, records and other information shall belong to the Fund and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Fund.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the Portfolioeach Trust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolioa Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directorsdirectors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Trust's transfer agent, shareholder servicing agents, service agents, custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filingsprospectuses and statements of additional information, semi-annual and annual reports to shareholders or investors, proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders or investors; and (ef) maintaining arranging for maintenance of books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, and unless otherwise agreed to in another agreement between a Trust and the Administrator, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolioany Trust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of Shares of or Interests in any Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian, service agent or custodian shareholder servicing agent of the PortfolioTrust.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioFund, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, Fund. The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioFund, for DirectorsTrustees, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and bxxxxxxx of the Fund's custodian and other independent contractors or agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio Fund with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorscommittees of Trustees; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineFund. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioFund or any person or agent responsible for state registration or renewal functions of the Fund. Accounts, records and other information shall belong to the Fund and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Fund.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's transfer agent, if any, shareholder xxxxxxxng agents, custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to the Trust's investors, proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and the Trust's investors; and (ef) maintaining arranging for maintenance of books and records of the PortfolioTrust. In the performance The Administrator shall perform such specified activities and shall conduct all of its duties under activities as administrator of the Trust, including any activities described in this Agreement, as set forth in the Administrator will comply with Operating Policies and Procedures (the provisions "Operating Procedures") of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees (in such form as may be approved from time to time determineby the Trust's Board of Trustees). To the extent that any provision of this Agreement shall conflict with any provision of the Operating Procedures, the applicable provision of the Operating Procedures shall be deemed to govern. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the sale of Interests, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioFund, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, Fund. The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioFund, for DirectorsTrustees, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund's custodian and other independent contraxxxxx xr agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio Fund with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorscommittees of Trustees; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineFund. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioFund or any person or agent responsible for state registration or renewal functions of the Fund. Accounts, records and other information shall belong to the Fund and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Fund.

Duties of the Administrator. Subject (a) The Administrator shall perform or arrange for the performance of the administrative and clerical services listed on Schedule B to this Agreement. The Fund agrees to cause the portfolio management agent to deliver to the general direction Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator's performance of its duties and control 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 Series, 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, the 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 Series. (b) In providing for any or all of the services listed on Schedule B to this Agreement, and in satisfaction of its obligations to provide such services, the Administrator may, at its discretion and subject to approval by the Board of Trustees of the PortfolioFund for any delegations that the Fund and the Administrator reasonably agree are material, enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to the Fund provided that the Administrator shall perform be as fully responsible to the Series for the acts and omissions of any such administrative service providers as it would be for its own acts or omissions hereunder and management 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 Series. In the alternative, the 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 as may from time to time the Fund which would otherwise be reasonably requested performed by the PortfolioAdministrator pursuant to this Agreement (each such agreement, which an “Outside Service Agreement”). In the event that the Fund enters into such an Outside Service Agreement, the Fund and the Series shall include without limitation: (a) providing office space, equipment and clerical personnel necessary look to the counterparty directly for maintaining the organization performance of the Portfolio and for performing the administrative and management functions herein set forth; contracted services (b) arranging, if desired by the Portfolio, for Directors, officers and employees subject to any supervision responsibilities of the Administrator to serve as Trustees, officers or agents hereunder) and shall also be responsible for the payment of the Portfolio if duly elected or appointed to such positions applicable fees and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolioexpenses. In the performance event that the Fund obtains services otherwise required of its duties under this Agreementthe Administrator hereunder pursuant to any such Outside Service Agreements, the Administrator will comply Administrator’s fees shall be adjusted in accordance with the provisions Compensation section hereof. However, as of the Declaration of Trust and ByLaws of date hereof the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, parties agree that the Administrator shall not be deemed required to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility adjust its fees hereunder with respect to functions specifically assumed by any transfer agent or custodian Outside Service Agreements among the Fund, the Administrator and BNY Mellon Investment Servicing (US) Inc. (c) All activities of the PortfolioAdministrator shall be conducted in accordance with the 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. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Trust's transfer agent, custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, the Trust's investors proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; the Trust's investors and (ef) maintaining arranging for maintenance of books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of Shares, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject The Trust hereby employs the Administrator to act as administrator of the Fund and to administer its affairs, subject to the general direction and control supervision of the Board of Trustees of the PortfolioTrust, for the period and on the terms set forth in this Agreement. The Administrator shall perform hereby accepts such administrative employment, and management services as may from time undertakes to time be reasonably requested by afford to the Portfolio, which shall include without limitation: (a) providing Trust the advice and assistance of the Administrator’s organization in the administration of the Fund and to furnish for the use of the Fund office spacespace and all necessary office facilities, equipment and clerical personnel necessary for maintaining administering the organization affairs of the Portfolio Fund and for performing to pay the administrative salaries and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, fees of all officers and employees Trustees of the Trust who are members of the Administrator’s organization and all personnel of the Administrator performing services relating to serve administrative activities. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, except as Trusteesotherwise expressly provided or authorized, officers have no authority to act for or agents represent the Trust in any way or otherwise be deemed an agent of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's Fund’s assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust or the Fund.

Duties of the Administrator. (a) Subject to the general direction and control of the Board of Trustees of the Portfolio, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under detailed in this Agreement, the Administrator will comply with shall manage, coordinate and report to the provisions of Board regarding the Declaration of Trust (i) Services and ByLaws of (ii) such other matters related to the Portfolio and services provided to the Portfolio's stated investment objectiveFunds by the Administrator as may be specifically set forth in this Agreement. (b) With respect to one or more Funds, policies and restrictionsas applicable, and will use its best efforts subject to safeguard the terms and promote conditions of this Agreement, the welfare Administrator shall provide the Services set forth in Appendix B. (c) In addition to the limitation of the Portfolio, and to comply with other policies which the Board liability set forth in Section 3 of Trustees may from time to time determine. Notwithstanding the foregoingthis Agreement, the Administrator shall not be deemed liable to have assumed any duties with respect to, and shall not be responsible forthe Trust, the management Funds or any other individual or entity (“Person”) for any failure to provide any Service in the following circumstances, but only for so long as such circumstances continue (and for a reasonable period thereafter taking into account the impact that such an occurrence has on the Administrator’s ability to comply with its obligations under this Agreement): (i) if any relevant condition precedent upon which performance of the Portfolio's assets relevant Service depends (“Dependencies”) are not met and the failure to meet any such Dependencies was not a result of delay, or the rendering of investment advice and supervision with respect theretofailure to provide information or take action, nor shall by the Administrator required to be provided or taken under this Agreement; (ii) if the failure to perform the Services is at the request or with the consent of the Trust; (iii) if the failure to perform the Services results from incorrect or corrupted information provided by (A) any Person that is not an affiliate of the Administrator, that provides services to the Funds including, without limitation, any adviser, underwriter for a Fund, brokers or other intermediaries through which a Fund’s shares may be sold or distributed and any other current or predecessor service providers to a Fund or (B) valuation or market information providers, pricing services, couriers, software houses, custodians clearing systems or depositories, provided, that (1) if any such Person described in clause (B) above is chosen by the Administrator, then the selection of such Person must have been reasonable under the circumstances (and the selection of such a Person shall be deemed reasonable if, after notice explicitly identifying such selection and providing an opportunity to have assumed object to such selection the Board does not object to such selection); and (2) in any event, Persons shall be deemed reasonable if they are selected or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian retained at the direction of the PortfolioTrust or with the consent of the Trust; and/or (iv) if any Law to which the Administrator or any third party is subject prevents or limits the performance of the duties and obligations of the Administrator.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioFund, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, Fund. The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioFund, for DirectorsTrustees, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund's custodian and other independent contractors or agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio Fund with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorscommittees of Trustees; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineFund. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioFund or any person or agent responsible for state registration or renewal functions of the Fund. Accounts, records and other information shall belong to the Fund and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Fund.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filings, prospectuses and statements of additional information, semi-annual and annual reports to investorsshareholders, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorsshareholders; and (e) maintaining books and records of the PortfolioTrust. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws By-Laws of the Portfolio Trust and the Portfolio's stated investment objective, policies and restrictionsrestrictions of each Series, and will use its best efforts to safeguard and promote the welfare of the PortfolioTrust, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of Shares of any Series, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directorsdirectors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filings, prospectuses and statements of additional information, semi-annual and annual reports to investorsshareholders, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorsshareholders; and (e) maintaining the books and records of the PortfolioTrust. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws By-Laws of the Portfolio Trust and the Portfolio's stated investment objective, policies and restrictions, restrictions of each Series and will use its best efforts to safeguard and promote the welfare of the Portfolio, Trust and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of Shares of any Series, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Trust's transfer agent, shareholder servicing agents, custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filingsprospectuses and statements of additional information, semi-annual and annual reports to investorsshareholders, proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorsshareholders; and (ef) maintaining arranging for maintenance of books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of the Shares, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject The Company hereby retains the Administrator to act as administrator of the Company, subject to the general supervision and direction and control of the Board of Trustees Managers of the PortfolioCompany, the as hereinafter set forth. The Administrator shall perform such or arrange for the performance of the following administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitationclerical services: (ai) providing office space, equipment maintain and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining keep certain books and records of the PortfolioCompany; (ii) prepare or review and, subject to approval by the Company, file certain reports and other documents required by U.S. federal, state and other applicable U.S. laws and regulations to maintain the Company’s registration as an closed-end management investment company and the registration of the Company’s limited liability company interests (the “Interests”); (iii) coordinate tax-related matters; (iv) respond to inquiries from Company investors; (v) calculate, or arrange for the calculation of, the net asset value of the Company’s Interests; (vi) oversee, 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 Company by others, including its custodian, as well as accounting, auditing and other services; (vii) provide the Company with the services of persons competent to perform the foregoing administrative and clerical functions; (viii) provide the Company with administrative offices and data processing facilities; (ix) arrange for payment of the Company’s expenses; (x) consult with the Company’s officers, independent accountants, legal counsel and custodian in establishing the accounting policies of the Company; (xi) prepare such financial information and reports as may be required by any banks from which the Company borrows funds; and (xii) provide such assistance to the Investment Adviser, the custodian and the Company’s counsel and auditors as generally may be required to carry on properly the business and operations of the Company. In The Company agrees to cause its custodian and the Investment Adviser to deliver, on a timely basis, such information to the Administrator as may be necessary or appropriate for the Administrator’s performance of its duties under this Agreementand responsibilities hereunder, including but not limited to, daily records of transactions, daily valuation of investments in local currency (which may be based on information provided by a pricing service) as well as the daily conversion factor in order for the Administrator to price the Company in United States dollars, reports of expenses borne by the Company, the Company’s management letter to investors and such other information necessary for the Administrator will comply with to prepare the provisions of the Declaration of Trust above referenced reports and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictionsfilings, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed entitled to have assumed any rely on the accuracy and completeness of such information in performing its duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfoliohereunder.

Duties of the Administrator. Subject (a) The Company hereby employs the Administrator to act as administrator of the general direction Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Trustees Directors of the PortfolioCompany (the "Board"), for the period and on the terms and conditions set forth in this Agreement. (b) The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. (c) The Administrator shall perform such (or oversee, or arrange for, the performance of) the administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization operation of the Portfolio and for performing Company. Without limiting the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees generality of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain and shall prepare, print and disseminate reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the "SEC"), as applicable. The Administrator will provide on the Company's behalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. In addition, the Administrator will assist the Company in determining and publishing (as necessary or appropriate) the Company's net asset value, overseeing the preparation and filing of the Company's tax returns, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. (d) The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have assumed no authority to act for or represent the Company in any duties way or otherwise be deemed agents of the Company. (e) The Administrator is hereby authorized to enter into one or more sub-administration agreements with respect to, other service providers (each a "Sub-Administrator") pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in conformity with the requirements of the Investment Company Act and other applicable federal and state law and shall not be responsible for, contain a provision requiring the management Sub-Administrator to maintain such books and records of the Portfolio's assets or Company as may be required thereby under the rendering Investment Company Act in a manner substantially similar to Section 2 of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfoliothis Agreement.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, . The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for DirectorsTrustees, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Portfolio, including negotiation of contracts and fees with and the monitoring of performance and billings of the Portfolio's custodian and other independent conxxxxxxxx or agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorscommittees of Trustees; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfolio or any person or agent responsible for state registration or renewal functions of the Portfolio. Accounts, records and other information shall belong to the Portfolio and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Portfolio.

Duties of the Administrator. Subject (a) The Company hereby retains the Administrator to act as administrator of the general direction Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Trustees Directors of the PortfolioCompany (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such retention and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company. (b) The Administrator shall perform such (or oversee, or arrange for, the performance of) the administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization operation of the Portfolio and for performing Company. Without limiting the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees generality of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not provide the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities; perform, or oversee the performance of, the Company’s required administrative services, which will include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations; and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator may also, on behalf of the Company and subject to review by the Board, conduct relations and negotiate agreements with custodians, trustees, depositories, transfer agents, dividend disbursing agents, other unitholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to have assumed any duties be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company, in each case, as it shall determine to be necessary or desirable or as reasonably requested by the Board; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not not, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or provide any other investment advisory services to the Company. The Administrator shall provide portfolio collections functions for interest income, fees and warrants and be responsible forfor the financial and other records that the Company is required to maintain under the Investment Company Act and shall prepare, print and disseminate reports to unitholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide, on the Company’s behalf, significant managerial assistance to those portfolio companies to which the Company offers and thereafter provides such assistance. In addition, the management Administrator will assist the Company in determining and publishing the Company’s net asset value and net asset value per Unit, overseeing the preparation and filing of the Portfolio's assets or Company’s tax returns, and generally overseeing the rendering payment of investment advice the Company’s expenses and supervision with respect theretothe performance of administrative and professional services rendered to the Company by others. (c) For the avoidance of doubt, nor shall the parties agree that the Administrator be deemed is authorized, subject to have assumed or have any responsibility with respect review and prior approval by the Board in the manner set forth in Section 7(b) of this Agreement, to functions specifically assumed by any transfer agent or custodian enter into sub-administration agreements as the Administrator determines necessary in order to carry out the services set forth in Section 1(b) of the Portfoliothis Agreement.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the Portfolio, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws By-Laws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfolio.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the PortfolioTrust, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the PortfolioTrust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio Trust and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioTrust, for Directors, officers and or employees of the Administrator to serve as Trustees, officers or agents of the Portfolio Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Trust, including the negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's txxxxxxx agent, shareholder servicing agents (if any), custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio Trust with applicable laws and regulations, including registration statements, registration fee filingsprospectuses and statements of additional information, semi-annual and annual reports to investorsshareholders, proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investorsshareholders; and (ef) maintaining arranging for maintenance of books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineTrust. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioTrust's assets or the rendering of investment advice and supervision with respect theretothereto or the distribution of Shares of any Series, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent or custodian of the PortfolioTrust.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees Directors of the PortfolioFund, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, Fund. The types of services which shall may be called for hereunder include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the PortfolioFund, for Directors, officers and employees of the Administrator to serve as TrusteesDirectors, officers or agents of the Portfolio Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Fund's custodian and other independent contractors or agents; (d) assisting in preparing and, if applicable, filing all documents required for compliance by the Portfolio Fund with applicable federal laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, shareholders and proxy statements and tax returnsstatements; (de) preparation of agendas and preparing supporting documents for and minutes of meetings of Trustees, Directors and committees of Trustees and investorsDirectors; and (ef) maintaining current and accurate books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determineFund. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the PortfolioFund's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the PortfolioFund or any person or agent responsible for state registration or renewal functions of the Fund. Accounts, records and other information shall belong to the Fund and be considered confidential. Accounts, records and other information will not be disclosed to other than federal and state regulators without permission from the Fund.

Duties of the Administrator. Subject (a) The Administrator shall perform or arrange for the performance of the administrative and clerical services listed on Schedule B to this Agreement. The Fund agrees to cause the portfolio management agent to deliver to the general direction Administrator, on a timely basis, such information as may be necessary or appropriate for the Administrator’s performance of its duties and control 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 Series, 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, the 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 Series. (b) In providing for any or all of the services listed on Schedule B to this Agreement, and in satisfaction of its obligations to provide such services, the Administrator may, at its discretion and subject to approval by the Board of Trustees of the PortfolioFund for any delegations that the Fund and the Administrator reasonably agree are material, enter into agreements with one or more other persons or entities, such as a sub-administrator, to provide such services to the Fund provided that the Administrator shall perform be as fully responsible to the Series for the acts and omissions of any such administrative service providers as it would be for its own acts or omissions hereunder and management 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 Series. As of the date hereof, the parties agree that the Administrator is permitted to enter into agreements with PNC Global Investment Servicing and Glass, Lewis & Co. for each such entity to provide certain services as may from time to time that would otherwise be reasonably requested performed by the Portfolio, which shall include without limitation: Administrator hereunder. (ac) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees All activities of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply shall be conducted in accordance with the provisions of the Fund’s Declaration of Trust and ByLaws registration statement, under the supervision and direction of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect toTrustees, and shall not be responsible for, in conformity with the management of the Portfolio's assets or the rendering of investment advice 1940 Act and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfolioother applicable federal and state securities laws and regulations.

Duties of the Administrator. Subject (a) The Fund hereby employs the Administrator to act as administrator of the general direction Fund, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Trustees Directors of the PortfolioFund (the "Board'), for the period and on the terms and conditions set forth in this Agreement. (b) The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. (c) The Administrator shall perform such (or oversee, or arrange for, the performance of) the administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization operation of the Portfolio and for performing Fund. Without limiting the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees generality of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (e) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not provide the Fund with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Fund should purchase, retain or sell or any other investment advisory services to the Fund. The Administrator shall be responsible for the financial and other records that the Fund is required to maintain and shall prepare, print and disseminate reports to Stockholders, and reports and other materials filed with the Securities and Exchange Commission (the "SEC' , as applicable. In addition, the Administrator will assist the Fund in determining and publishing (as necessary or appropriate) the Fund's net asset value, overseeing the preparation and filing of the Fund's tax returns, and generally overseeing the payment of the Fund's expenses and the performance of administrative and professional services rendered to the Fund by others. (d) The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have assumed no authority to act for or represent the Fund in any duties way or otherwise be deemed agents of the Fund. (e) The Administrator is hereby authorized to enter into one or more sub administration agreements with respect to, other service providers (each a "Sub Administrator' pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub administration agreements shall be in conformity with the requirements of the Investment Company Act and other applicable federal and state law and shall not be responsible for, contain a provision requiring the management Sub-Administrator to maintain such books and records of the Portfolio's assets or Fund as may be required thereby under the rendering Investment Company Act in a manner substantially similar to Section 2 of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfoliothis Agreement.

Duties of the Administrator. Subject to the general direction and control of the Board of Trustees of the Portfolio, the Administrator shall perform such administrative and management services as may from time to time be reasonably requested by the Portfolio, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Portfolio and for performing the administrative and management functions herein set forth; (b) arranging, if desired by the Portfolio, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Portfolio if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Portfolio, including negotiation of contracts and fees with and the monitoring of performance and xxxxxxxx of the Portfolio's transfer agent, custodian and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Portfolio with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to investors, proxy statements and tax returns; (de) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and investors; and (ef) maintaining books and records of the Portfolio. In the performance of its duties under this Agreement, the Administrator will comply with the provisions of the Declaration of Trust and ByLaws of the Portfolio and the Portfolio's stated investment objective, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Portfolio, and to comply with other policies which the Board of Trustees may from time to time determine. Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Portfolio's assets or the rendering of investment advice and supervision with respect thereto, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Portfolio.