Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to a Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or other instruments for each Fund's account with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments payment of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for each Fund to execute security transactions at prices which are advantageous to the best overall price Trust and execution available from responsible (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size and research services (as those terms are defined in Section 28(e) of the transaction; Securities Exchange Act of 1934) to the nature of Adviser and the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the Adviser is expressly authorized to pay any broker or dealer involved; who provides such brokerage and the quality of research services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. Subject to seeking the best price and execution as described above, and requirement set forth in accordance with applicable rules and regulationsthe second sentence of this paragraph, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser consider, as a factor in the selection of brokers and dealers. (c) The Adviser any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with respect to a Fund with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment its affiliates or mistake of law by any sub-adviser or for any loss arising out shares of any other investment made by any sub-adviser or for any act or omission company investing in the execution and management of a Fund by any sub-adviserTrust.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1December 29, 20021997, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 118, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall provide each Fund discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of Portfolio set forth in the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each ’s current registration statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 applicable laws and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser also shall exercise voting rightsaccepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate actions and any other rights pertaining of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment decisions with respect to a Fund's portfolio securities that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser's policies and procedures as presented to . (For this purpose, the Trustees of term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedits custodian(s). (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders will not be responsible for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries cost of securities or brokerage commissions or any other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer Trust expenses except as specified in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersAgreement. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 16, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall provide each Fund discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of Portfolio set forth in the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each current registration statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 applicable laws and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser also shall exercise voting rightsaccepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate actions and any other rights pertaining of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to a Fundthat portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's portfolio securities Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser's policies . (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and procedures as presented its custodian(s).) The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Trustees Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust from time with respect to timeany investments made for the Portfolios. Should Such documentation includes but may not be limited to any market and/or industry standard documentation and the Trustees at any timestandard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, that (a) the Adviser shall be bound by responsible for ensuring that any such determination for representations are accurate and consistent with the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall take, on behalf of each Fund, all actions which it deems necessary not have the authority to implement cause the investment policies determined as provided above, and in particular Manager or the Trust to place all orders for the purchase or sale of portfolio deliver securities or other instruments for each Fund's account with brokers property, or dealers selected by it, and pay cash to that end, the Adviser is authorized as other than payment of the agent of each Fund to give instructions to management fee provided for in this Agreement. The Adviser will not be responsible for the Custodian of each Fund as to the deliveries cost of securities or brokerage commissions or any other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer Trust expenses except as specified in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersAgreement. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust's investments. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to a Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or other instruments for each Fund's account with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for each Fund to execute security transactions at prices which are advantageous to the best overall price Trust and execution available from responsible (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size and research services (as those terms are defined in Section 28(e) of the transaction; Securities Exchange Act of 1934) to the nature of Adviser and the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the Adviser is expressly authorized to pay any broker or dealer involved; who provides such brokerage and the quality of research services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. Subject to seeking the best price and execution as described above, and requirement set forth in accordance with applicable rules and regulationsthe second sentence of this paragraph, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser consider, as a factor in the selection of brokers and dealers. (c) The Adviser any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with respect to a Fund with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment its affiliates or mistake of law by any sub-adviser or for any loss arising out shares of any other investment made by any sub-adviser company or for any act or omission series thereof that invests substantially all of its assets in the execution and management of a Fund by any sub-adviserTrust.

Duties of the Adviser. (a) The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust’s investments. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940 and the Rules1940, Regulations and orders thereunder and all as from time to a Fund's then-current Prospectus and Statement of Additional Informationtime amended. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or other instruments for each Fund's account with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall adhere to seek for each Fund procedures adopted by the best overall price and execution available from responsible brokerage firms, taking account Board of all factors it deems relevant, including by way of illustration: price; the size Trustees of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersTrust. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide assume all investment duties and have full discretionary power and authority with respect to the investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with such investment advice the directions and supervision as the latter may policies set from time to time consider necessary for by the proper supervision of its assets. The Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Trust and the Adviser shall act with respect to a Fund that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as investment adviser promptly provided to each Fund the Adviser by the Trust; (iii) determine the securities and as such shall furnish continuously an investment program and shall determine from time other investments to time what securities or other instruments shall be purchased, sold or exchanged and what portion otherwise disposed of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws")timing of such purchases, sales and dispositions; (iv) vote all proxies for securities owned by a Fund and exercise all other voting rights with respect to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio such securities in accordance with the Adviser's proxy voting policies and procedures as presented approved by the Board; (vi) promptly issue settlement instructions to the Trustees of custodians designated by the Trust from time to time. Should on behalf of each Fund; (vii) evaluate the Trustees at any timecredit worthiness of securities dealers, however, make any definite determination as to banks and other entities with which the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall takeTrust, on behalf of each Fund, all actions which it deems necessary may engage in repurchase agreements and monitor the status of such agreements; and (viii) take such further action, including, the placing of purchase and sale orders, selecting broker-dealers to implement execute such orders on behalf of each Fund, negotiating commission rates to be paid to broker-dealers, opening and maintaining trading accounts in the investment policies determined as provided abovename of each Fund, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments executing for each Fund's account , as its agent and attorney-in-fact, standard institutional customer agreements with brokers broker-dealers, each as the Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) In effecting transactions on behalf of each Fund, the Adviser’s primary consideration shall be to seek best execution. In selecting broker-dealers selected by it, and to that endexecute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of each Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is authorized reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the agent “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of each Fund to give instructions a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause each Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission each Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the Custodian value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to each Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in each Fund since the prior report, and shall also keep the Board informed of important developments affecting each Fund and the Adviser, on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising each Fund’s portfolio, the performance of each Fund’s portfolio or otherwise. The Adviser shall also furnish the Board with such statistical and analytical information with respect to investments of each Fund as to the deliveries of securities Adviser may believe appropriate or other instruments and payments of cash for as the account of each FundBoard reasonably may request. In connection with the selection of such brokers or dealers and the placing of such ordersproviding investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, each Fund’s objective, investment policies, and investment restrictions as set forth in the Prospectus, the Adviser Guidelines, and the Procedures, each as promptly provided to the Adviser by the Trust; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser shall from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (e) The Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Trust as soon as reasonably practicable, and where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Trust that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to each Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. (g) The Adviser shall provide the Trust’s chief compliance officer (the “Trust CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Trust CCO, at its own expense, with information the Trust CCO reasonably believes is directed required to seek administer the Trust’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 0000 Xxx); and (iii) periodic reports regarding the Adviser’s compliance with Federal Securities Laws and its compliance program as set forth in the Compliance Manual. Upon the written request of the Trust, the Adviser shall also permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust (the “Trust Records”). The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (i) The Adviser shall cooperate with each Fund Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the best overall price performance of the accountants’ duties. (j) The Adviser shall provide the Trust and execution available from responsible brokerage firms, taking account of all factors it deems relevanteach Fund’s custodian and fund accountant on each business day with such information relating to each Fund’s transactions and each Fund’s assets and liabilities as the Trust or each Fund’s custodian and fund accountant may reasonably require, including by way of illustration: price; but not limited to information required to be provided under the size of the transaction; the nature of the market for the security; the amount of the commission; the timing Trust’s Valuation and impact of the transaction taking into account market prices and trends; the reputationNAV Error Correction Procedures, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementprovided, however, the Adviser shall not be deemed to have acted unlawfully or to have breached be the pricing agent for any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (ck) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions Except as permitted by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6Procedures, the Adviser shall not be liable for any error of judgment disclose and shall treat confidentially all information specifically relating to each Fund’s investments including, without limitation, the identification and market value or mistake of law by any sub-adviser or for any loss arising out other pricing information of any investment made and all portfolio securities or other investments held by each Fund, and any sub-adviser and all trades effected for each Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to any Fund assets to the extent that such assets are held in other accounts managed or for advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to each Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of each Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to each Fund; and (iii) maintain any act or omission in appropriate interfaces with each so as to promote the execution and management efficient exchange of a Fund by any sub-adviserinformation.

Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. (a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (b) The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust’s investments. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust’s assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, Laws and registration statement of the "Declaration" and the "By-Laws"), to the provisions of Trust under the Investment Company Act of 1940, as amended (the “1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional InformationAct”). The Adviser also shall exercise voting rightsis authorized, rights to consent to corporate actions in its discretion and any other rights pertaining to a Fund's portfolio securities in accordance without prior consultation with the Adviser's policies Trust, to buy, sell, and procedures as presented to otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the Trust. Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which that it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. (c) The Adviser shall place all orders for the purchase or sale of portfolio securities investments for the account of the Trust either directly with the issuer or with brokers, dealers, futures commission merchants, or other instruments for each Fund's account with brokers or dealers market participants selected by itthe Adviser, and and, to that end, the Adviser is authorized authorized, as the agent of each Fund the Trust, to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments investments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers brokers, dealers, futures commission merchants, or dealers other market participants and the placing of such orders, the Adviser is directed shall use its best efforts to seek for each Fund to execute security transactions at prices that are advantageous to the best overall price Trust and execution available from responsible brokerage firms, taking account (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of all factors it deems relevant, including by way of illustration: price; the size Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction; the nature , brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the market for Securities Exchange Act of 1934) to the security; Adviser and the amount of Adviser is expressly authorized to cause the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the Trust to pay any broker or dealer involved; who provides such brokerage and the quality of research services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund Trust and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (cd) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as Notwithstanding the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6foregoing, the Adviser shall not be liable for deemed to have assumed any error duties with respect to, and shall not be responsible for, the distribution of judgment shares of the Trust, nor shall the Adviser be deemed to have assumed or mistake of law have any responsibility with respect to functions specifically assumed by any sub-adviser transfer agent, administration, custodian or for any loss arising out shareholder servicing agent of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviserTrust.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 124, 20021996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 115, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional InformationTrust. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or other instruments for each Fund's account with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for each Fund to execute portfolio security transactions at prices which are advantageous to the best overall price Trust and execution available from responsible (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size and research services (as those terms are defined in Section 28(e) of the transaction; Securities Exchange Act of 1934) to the nature of Adviser and the market for Adviser is expressly authorized to cause the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the Trust to pay any broker or dealer involved; who provides such brokerage and the quality of research services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. Subject to seeking the best price and execution as described above, and requirement set forth in accordance with applicable rules and regulationsthe second sentence of this paragraph, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser consider, as a factor in the selection of brokers and dealers. (c) The Adviser any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with respect to a Fund with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunderits affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error providing certain special administrative services to the Trust under this Agreement. Eaton Vance Management, in its capacxxx xx Xxxxxistrator of judgment or mistake of law by any sub-adviser or the Trust, shall be responsible for any loss arising out of any investment made by any sub-adviser or for any act or omission in providing such services to the execution and management of a Fund by any sub-adviserTrust under the Trust's separate Administration Agreement.

Duties of the Adviser. (a) The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. The Adviser shall provide each Fund the Trust with such investment advice management and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its assetsthe Trust. The Adviser shall act as As investment adviser to each Fund and as such the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments investments shall be purchasedacquired, sold disposed of or exchanged and what portion of the Trust's assets of each Fund shall be held uninvested, subject always to the applicable restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" Laws and the "By-Laws"), to the provisions registration statement of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional InformationTrust. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to Should the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite specific determination as to the investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary or desirable to implement the investment policies determined as provided above, and in particular to of the Trust. The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Trust either directly with the issuer or other instruments for each Fund's account with brokers or dealers selected by itthe Adviser, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed shall use its best efforts to seek for each Fund to execute portfolio security transactions at prices which are advantageous to the best overall price Trust and execution available from responsible (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also 2 provide brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size and research services (as those terms are defined in Section 28(e) of the transaction; Securities Exchange Act of 1934) to the nature of Adviser and the market for Adviser is expressly authorized to cause the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the Trust to pay any broker or dealer involved; who provides such brokerage and the quality of research services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting executing a securities security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Adviser determined determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities which the Adviser and its affiliates have with respect to the Fund and to other clients of the Adviser as to accounts over which the Adviser exercises they exercise investment discretion. Subject to seeking the best price and execution as described above, and requirement set forth in accordance with applicable rules and regulationsthe second sentence of this paragraph, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser consider, as a factor in the selection of brokers and dealers. (c) The Adviser any broker or dealer with whom purchase or sale orders may from time to time enter into sub-investment advisory agreements with respect to a Fund with be placed, the fact that such broker or dealer has sold or is selling shares of any one or more investment advisers with such terms and conditions as companies sponsored by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunderits affiliates. Subject to the provisions of Article 6, the The Adviser shall not be liable responsible for any error providing certain special administrative services to the Trust under this Agreement. Eatox Xxxxx Xxxagement, in its capacity as Administrator of judgment or mistake of law by any sub-adviser or the Trust, shall be responsible for any loss arising out of any investment made by any sub-adviser or for any act or omission in providing such services to the execution and management of a Fund by any sub-adviserTrust under the Trust's separate Administration Agreement.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 124, 20021996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the general supervision of the Trustees of the Trust, the Adviser shall manage the investment operations of the Fund and the composition of such Fund’s assets, including the purchase, retention and disposition thereof, in accordance with the policies of the Fund as stated in the Prospectus and with the investment objective(s) of such Portfolio and subject to the following understandings: (a) The Adviser shall provide each Fund with such investment advice use the same skill and supervision as care in the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion management of the assets Fund as is required to be used in the discharge of each Fund shall be held uninvested, subject always to fiduciary duties under the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively1940 Act, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Advisers Act of 1940 (the “Advisers Act”), the 1933 Act and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement Internal Revenue Code of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with 1986 (the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked“Code”). (b) The Adviser shall takeprovide supervision of the Fund’s assets; furnish a continuous investment program for such Fund; determine from time to time what investments or securities will be purchased, on behalf of each retained or sold by the Fund, all actions which it deems necessary to implement and what portion of the investment policies determined assets will be invested or held uninvested as provided abovecash. (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust Agreement, By-Laws, Registration Statement and Prospectus and with the instructions and directions of the Trustees of the Trust, and in particular will comply with and conform to place all orders for the purchase requirements of the 1940 Act, the Advisers Act, the 1933 Act and the Code (applicable to the Fund as a regulated investment company or sale of portfolio securities or other instruments for otherwise) as each Fund's account with brokers or dealers selected by itmay from time to time be amended, and all other applicable federal and state laws, regulations and rulings. (d) The Adviser shall determine the securities to that endbe purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or underwriter or with any broker-dealer (including, as set forth below, a broker-dealer which is an affiliated person of the Adviser) who deals in the securities in which the Fund is active. In placing orders with broker-dealers, the Adviser is authorized as will attempt to obtain the agent best combination of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments price and payments of cash for the account of each Fundexecution. In connection with seeking to achieve the selection best combination of such brokers or price and execution, an effort shall be made to evaluate the overall quality and reliability of broker-dealers and the placing of such ordersservice they provide, including their general execution capability, reliability and integrity, willingness to take positions in securities, general operational capabilities and financial condition. However, the responsibility of the Adviser is directed to seek for each Fund attempt to obtain the best overall combination of price and execution available from responsible brokerage firmsdoes not obligate it to solicit a competitive bid for each transaction, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed have no obligation to have acted unlawfully or seek the lowest available commission cost to have breached any dutythe Fund, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if so long as the Adviser determined determines in good faith that such amount of the commission was paid to a broker-dealer is reasonable in relation to the value of the brokerage and research brokerage, research, statistical or other services provided by such broker or dealer, viewed in terms of either that particular transaction broker-dealer to the Fund or the Adviser's overall . The Adviser will not place orders with broker-dealers which are affiliated persons of the Adviser or the Trust without the prior written authorization of the Trust, and then will do so subject to (i) the provisions of Section 17(e)(2) and Rule 17e-1 and Section 10(f) and Rule 10f-3 under the 1940 Act, Rule 206(3)-2 under the Advisers Act, Section 11(a) under the Securities Exchange Act of 1934 (the “1934 Act”) and any other applicable laws or regulations, and (ii) procedures properly adopted by the Trust with respect thereto. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, if any (including any other Fund), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to each, and transaction costs will be allocated so that each receives, to the extent possible, the same price. (f) Subject to the supervision and control of the Trust’s Board of Trustees, the Adviser will provide the Fund with office space and facilities; accounting and bookkeeping, recordkeeping and data processing facilities and services; internal compliance services relating to accounting and legal matters; and personnel to carry out certain administrative services required for operation of the business and affairs of the Fund other than the services of the underwriter/distributor, those services to be performed by the Trust’s custodian and transfer agent, those fund accounting services to be performed by one or more service providers under a fund accounting or similar agreement, and those services normally performed by the Trust’s counsel and independent auditors. Such responsibilities include without limitation the following services: (i) Preparing and updating the Fund’s SEC and state registration statements and filings, reports to shareholders, and other documents; (ii) Overseeing the performance of the Trust’s custodian, transfer agent and accounting agent; (iii) Providing information and certain administrative services to shareholders of the Fund, including but not limited to, transmitting redemption requests to the Trust’s Transfer Agent and transmitting the proceeds of redemption of shares of the Fund pursuant to a shareholder’s instructions when such redemption is effected through the Adviser, providing telephone and written communications with respect to its shareholders account inquiries, assisting its shareholders in altering privileges and ownership of their accounts and serving as a source of information for its existing shareholders in answering questions concerning the Fund and their transactions with the Fund. (iv) Overseeing the maintenance by the Trust’s custodian and transfer agent of the books and records of the Trust required under the 1940 Act, in connection with the performance of the Trust’s agreement with such entities. (g) The Adviser shall render to other clients the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request. (h) The Adviser, and not the Trust, shall pay the salaries and fees of any officers or Trustees of the Trust who are “interested persons” (as defined in the 0000 Xxx) and who are employed by the Adviser to perform services relating to the Trust. (i) The services of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, Fund under this Agreement are not to be deemed exclusive and the Adviser shall not be liable for any error of judgment free to render similar or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other services in the execution and management of a Fund by any sub-adviserfuture to the Trust or to others so long as its services under this Agreement are not impaired thereby.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide assume all investment duties and have full discretionary power and authority with respect to the investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with such investment advice the directions and supervision as the latter may policies set from time to time consider necessary for by the proper supervision of its assets. The Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Trust and the Adviser shall act with respect to a Fund that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as investment adviser promptly provided to each Fund the Adviser by the Trust; (iii) determine the securities and as such shall furnish continuously an investment program and shall determine from time other investments to time what securities or other instruments shall be purchased, sold or exchanged and what portion otherwise disposed of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws")timing of such purchases, sales and dispositions; (iv) vote all proxies for securities owned by a Fund and exercise all other voting rights with respect to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio such securities in accordance with the Adviser's proxy voting policies and procedures as presented approved by the Board; (vi) promptly issue settlement instructions to the Trustees of custodians designated by the Trust from time to time. Should on behalf of each Fund; (vii) evaluate the Trustees at any timecredit worthiness of securities dealers, however, make any definite determination as to banks and other entities with which the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall takeTrust, on behalf of each Fund, all actions which it deems necessary may engage in repurchase agreements and monitor the status of such agreements; and (viii) take such further action, including, the placing of purchase and sale orders, selecting broker-dealers to implement execute such orders on behalf of each Fund, negotiating commission rates to be paid to broker-dealers, opening and maintaining trading accounts in the investment policies determined as provided abovename of each Fund, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments executing for each Fund's account , as its agent and attorney-in-fact, standard institutional customer agreements with brokers broker-dealers, each as the Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) In effecting transactions on behalf of each Fund, the Adviser’s primary consideration shall be to seek best execution. In selecting broker-dealers selected by it, and to that endexecute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of each Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is authorized reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the agent “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of each Fund to give instructions a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause each Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission each Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the Custodian value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to each Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in each Fund since the prior report, and shall also keep the Board informed of important developments affecting each Fund and the Adviser, on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising each Fund’s portfolio, the performance of each Fund’s portfolio or otherwise. The Adviser shall also furnish the Board with such statistical and analytical information with respect to investments of each Fund as to the deliveries of securities Adviser may believe appropriate or other instruments and payments of cash for as the account of each FundBoard reasonably may request. In connection with the selection of such brokers or dealers and the placing of such ordersproviding investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, each Fund’s objective, investment policies, and investment restrictions as set forth in the Prospectus, the Adviser Guidelines, and the Procedures, each as promptly provided to the Adviser by the Trust; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser shall from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (e) The Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Trust as soon as reasonably practicable, and where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Trust that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to each Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. (g) The Adviser shall provide the Trust’s chief compliance officer (the “Trust CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Trust CCO, at its own expense, with information the Trust CCO reasonably believes is directed required to seek administer the Trust’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act); and (iii) periodic reports regarding the Adviser’s compliance with Federal Securities Laws and its compliance program as set forth in the Compliance Manual. Upon the written request of the Trust, the Adviser shall also permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust (the “Trust Records”). The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (i) The Adviser shall cooperate with each Fund Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the best overall price performance of the accountants’ duties. (j) The Adviser shall provide the Trust and execution available from responsible brokerage firms, taking account of all factors it deems relevanteach Fund’s custodian and fund accountant on each business day with such information relating to each Fund’s transactions and each Fund’s assets and liabilities as the Trust or each Fund’s custodian and fund accountant may reasonably require, including by way of illustration: price; but not limited to information required to be provided under the size of the transaction; the nature of the market for the security; the amount of the commission; the timing Trust’s Valuation and impact of the transaction taking into account market prices and trends; the reputationNAV Error Correction Procedures, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementprovided, however, the Adviser shall not be deemed to have acted unlawfully or to have breached be the pricing agent for any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (ck) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions Except as permitted by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6Procedures, the Adviser shall not be liable for any error of judgment disclose and shall treat confidentially all information specifically relating to each Fund’s investments including, without limitation, the identification and market value or mistake of law by any sub-adviser or for any loss arising out other pricing information of any investment made and all portfolio securities or other investments held by each Fund, and any sub-adviser and all trades effected for each Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to any Fund assets to the extent that such assets are held in other accounts managed or for advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to each Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of each Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to each Fund; and (iii) maintain any act or omission in appropriate interfaces with each so as to promote the execution and management efficient exchange of a Fund by any sub-adviserinformation.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the latter may from time Trust might or could do with respect to time consider such purchases, sales or other transactions, as well as with respect to all other things necessary for or incidental to the proper supervision furtherance or conduct of its assetssuch purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. The Adviser shall act keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as investment adviser amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to each a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause Fund to pay to any broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion purchase orders of the assets of each the Fund shall with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be held uninvested, subject always allocated as to the restrictions of the Trust's Amended price and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in the investment policies determined as provided aboveFund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed comply with the directions and policies set from time to have acted unlawfully time by the Board as well as the limitations imposed by the Trust’s or to have breached any dutythe Fund’s policies and procedures, created by this Agreement or otherwisethe Registration Statement, solely by reason the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser may determine, provided that such sub-investment advisory agreements have been approved believes to be particularly fitted to assist in accordance with applicable provisions the execution of the Investment Company Act Adviser’s duties hereunder, the cost of 1940 performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any rules, regulations changes in the key personnel who are either the portfolio manager(s) of a Fund or orders senior management of the Securities Adviser. (e) The Adviser shall maintain policies and Exchange Commission thereunder. Subject procedures relating to the provisions services it provides to the Trust that are reasonably designed to prevent violations of Article 6the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser also shall provide, upon reasonable request, the Trust’s chief compliance officer with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall not permit the Trust or its representatives to examine the reports required to be liable for any error made to the Adviser under the Code. (f) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of judgment or mistake of law brokerage orders as are required to be maintained by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.Trust under the 1940

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 124, 20021996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 1940, as amended, and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules1940, regulations or orders of the Securities and Exchange Commission thereunderas amended. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1December 21, 20021994, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 16, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and Exchange Commission thereunderby "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each Fund such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund's holdings in accordance with the Fund's policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the deliveries Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of securities its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or other instruments conditioned and payments of cash may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such ordersforegoing, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firmsmay disclose such information as required by applicable law, taking account regulation or upon request by a regulator or auditor of all factors it deems relevant, including by way of illustration: priceAdviser; the size Consistent with Section 28(e) of the transaction; Securities Exchange Act of 1934, as amended (the nature of the market for the security; the amount of the commission; the timing "1934 Act") and impact of the transaction taking into account market prices applicable regulations and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementinterpretations, the Adviser shall not be deemed may allocate brokerage on behalf of the Fund to have acted unlawfully one or more broker-dealers who provide research services. Subject to have breached any dutycompliance with Section 28(e), created by this Agreement or otherwise, solely by reason of its having caused a the Adviser may cause the Fund to pay to any broker-dealer that provides research services a broker or commission that exceeds the commission the Fund might have paid to a different broker-dealer an amount of commission for effecting a securities the same transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund and to other clients of as the Adviser may believe appropriate or as to which the Adviser exercises Board reasonably may request. In making purchases and sales of securities and other investment discretion. Subject to seeking assets for the best price and execution as described above, and in accordance with applicable rules and regulationsFund, the Adviser also is authorized shall comply with the directions and policies set from time to consider sales time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of shares of each Fund or of 1986, as amended, and other funds or accounts of the Adviser as a factor in the selection of brokers and dealersapplicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser may determine, provided that such sub-investment advisory agreements have been approved believes to be particularly fitted to assist in accordance with applicable provisions the execution of the Investment Company Act Adviser's duties hereunder, the cost of 1940 performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser's performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any rules, regulations or orders changes in the key personnel who are either the portfolio manager(s) of the Securities Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and Exchange Commission thereunder. Subject procedures relating to the provisions services it provides to the Trust that are reasonably designed to prevent violations of Article 6the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. As a service provider to the Trust, the Adviser shall cooperate fully with the Trust's chief compliance officer in the execution of his/her responsibilities to monitor service providers to the Trust under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the Trust's chief compliance officer with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust that are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants' duties. (h) The Adviser will provide the Fund and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets as the Fund or the Fund's custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust's Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be liable deemed to be the pricing agent for any error the Fund. (i) In the performance of judgment or mistake its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Fund, (ii) monitor the Fund's investments and (iii) comply with the provisions of law by any sub-adviser or for any loss arising out the Trust's Declaration of any Trust and Bylaws, as amended from time to time, and the applicable tax and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment made by any sub-adviser or for any act or omission in policies of the execution Fund and management to consult with regarding the investment affairs of a Fund by any sub-adviserthe Fund.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated January 1September 13, 20021990, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not "interested persons" of the Trust, the Adviser or the sub-adviser and Exchange Commission thereunderby "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the latter may from time Trust might or could do with respect to time consider such purchases, sales or other transactions, as well as with respect to all other things necessary for or incidental to the proper supervision furtherance or conduct of its assetssuch purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall act as investment adviser to each Fund keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall furnish continuously an investment program not be unreasonably withheld, delayed or conditioned and shall determine from time may not be withheld where the Adviser may be exposed to time what securities civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the foregoing, the Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Adviser; Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser may allocate brokerage on behalf of the Fund to one or more broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause the Fund to pay to any broker-dealer that provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other instruments shall be purchased, sold or exchanged advisory clients. The Adviser may aggregate sales and what portion purchase orders of the assets of each the Fund shall be held uninvested, subject always with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever the Adviser simultaneously places orders to purchase or sell the restrictions same asset on behalf of the Trust's Amended Fund and Restated Declaration of Trustone or more other accounts advised by the Adviser, dated January 1, 2002, the orders will be allocated as to price and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in the investment policies determined as provided aboveFund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized shall comply with the directions and policies set from time to time by the Board as well as the agent limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of each Fund 1986, as amended, and other applicable laws. (c) The Adviser will from time to give instructions time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Custodian of each Fund as Board all matters related to the deliveries Adviser that are material to the Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent, detect and correct violations of the federal securities or other instruments laws as they relate to the Trust, and payments shall employ personnel to administer the policies and procedures who have the requisite level of cash for skill and competence required to effectively discharge its responsibilities. The Adviser will keep the account of each Fund. In connection with the selection of such brokers or dealers Board and the placing Trust’s chief compliance officer (“CCO”) informed of such ordersthe individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser is directed to seek for each Fund shall cooperate fully with the best overall price and CCO in the execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; CCO’s responsibilities under Rule 38a-1 under the nature 1940 Act. The Adviser also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the market federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the security; the amount performance of the commission; accountants’ duties. (h) The Adviser will provide the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; Trust and the quality of services rendered by Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the broker Fund’s assets and liabilities as the Trust or dealer in other transactions. In fulfilling this requirementthe Fund’s custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust’s Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by be the pricing agent for the Fund. (i) In the performance of its duties under this Agreement or otherwisethe Adviser will (i) satisfy its fiduciary duties to the Trust, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess (ii) monitor the Fund’s investments and (iii) comply with the provisions of the amount Trust’s Declaration of commission another broker or dealer would have charged for effecting that transactionTrust and Bylaws, if as amended from time to time, and the applicable tax and regulatory requirements. The Adviser determined in good faith that such amount of commission was reasonable in relation will make its officers and employees available to the value Trust from time to time at reasonable times to review investment policies of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients consult with regarding the investment affairs of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated January 1February 3, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 1940, as amended, and the Rules, Regulations and orders thereunder thereunder, and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account firms of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsreasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated January 1September 13, 20021990, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1June 24, 20022010, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 124, 20021996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 1940, as amended, and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information, as amended or supplemented from time to time. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules1940, regulations or orders of the Securities and Exchange Commission thereunderas amended. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated ’s Declaration of Trust, dated January 1June 29, 20022005, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund the Trust with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund the Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund the Trust shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's the Trust’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's the Trust’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fundthe Trust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's the Trust’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian of each Fund the Trust as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Trust. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Trust the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund the Trust to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund Trust and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund the Trust or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund the Trust with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund the Trust by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1December 29, 20022010, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1February 15, 2002, 1985 and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company 1940 Act of 1940 and the Rules, Regulations rules and orders regulations thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers brokers, dealers or dealers other entities selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most favorable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker broker, dealer or dealer other entity an amount of commission for effecting a securities transaction in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into investment sub-investment advisory agreements with respect to a Fund with one or more investment advisers with (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine, determine provided that such investment sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and Exchange Commission thereunderby vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser Adviser or for any loss arising out of any investment made by any subSub-adviser Adviser or for any act or omission in the execution and management of a the Fund by any subSub-adviserAdviser.

Duties of the Adviser. (a) The Manager and the Trust appoint the Adviser to manage the investment and reinvestment of such portion, if any, of the Funds' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review and administer the investment program of the Funds, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust's officers and Board concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall provide each Fund discharge the foregoing responsibilities (1) in conformity with all applicable securities law, including but not limited to the Investment Company Act, the Advisers Act, the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), (2) subject to the Manager's oversight and the control of the officers and the Board of the Trust and in compliance with such investment advice and supervision policies as the latter Board may from time to time consider necessary establish, (3) in compliance with the objectives, policies, and limitations for each such Fund set forth in the proper supervision of its assets. The Adviser shall act Trust's current registration statement as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine amended or supplemented from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended applicable laws and Restated Declaration of Trust, dated January 1, 2002regulations, and By-Laws, each as amended (4) in compliance with such other investment guidelines or restrictions established from time to time (respectively, by the "Declaration" Manager or the Trust and agreed to by the "By-Laws"), Adviser which shall be communicated in writing by the Manager to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional InformationAdviser in advance. The Adviser also shall exercise voting rightsaccepts such appointment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. Subject to corporate actions all applicable laws and regulations, the Adviser may perform any other rights pertaining of its non-investment management duties, obligations and responsibilities under this Agreement by or through its directors, officers, employees or affiliates. (With respect to a Fundany of the Fund assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's portfolio securities custodian(s) to hold and/or transfer the Funds' assets in accordance with Proper Instructions received from the Adviser's policies . (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and procedures as presented its custodian(s), but generally refers to a writing by the representatives of the Adviser who have been authorized by the Trust’s Board from time to time to provide instructions to the Trustees Trust’s custodian. For the purpose of clarification, “Proper Instructions” can be instructions in any format, including without limitation, electronic instructions that are agreed upon by the Adviser and the Trust’s custodian.) The Adviser is authorized on behalf of the Funds, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents including without limitation, futures and options transactions, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements required to meet the obligations of the Trust with respect to any investments made for the Funds. Such documentation includes but may not be limited to any market and/or industry standard documentation and the standard representations contained therein. Adviser is authorized on behalf of Manager to make all elections required in such agreements, instruments and documentation and make and receive all related notices from time brokers or other counterparties. Manager also authorizes Adviser as agent and attorney-in-fact to timemake transactions in futures contracts and options on futures contracts on margin, for the Fund, and authorizes each broker with whom Adviser makes such transactions to follow its instructions with respect to such transactions. Should Manager understands and agrees that Adviser will determine that such transactions are permitted before instructing a broker to enter into such transactions and that any broker receiving an order for any such transaction will have no independent obligation to ensure that the Trustees at any timetransactions are consistent with the Trust’s registration statement or the Fund’s investment guidelines; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, make that (a) the Adviser shall be responsible for ensuring that any definite determination as such representations are consistent with the relevant Fund’s investment policies and other governing documents with respect to the investment policy policies and notify governing documents applicable to the Adviser thereof in writinginvestments managed by the Adviser; (b) with the reasonable assistance of the Manager, the Adviser shall be bound responsible for providing all notifications and delivering all documents required to be provided or delivered by a Fund under such determination documentation; and (c) the Adviser shall promptly notify the Manager of any event of default, potential event of default or termination event affecting a Fund under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the periodFund, if any(ii) deliver or accept delivery of, specified in upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such notice deposit of margin or until similarly notified that such determination collateral shall be revoked. (b) effected by transfer or segregation within an account maintained for the Funds by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall take, on behalf of each Fund, all actions which it deems necessary not have the authority to implement cause the investment policies determined as provided above, and in particular Manager or the Trust to place all orders for the purchase or sale of portfolio deliver securities or other instruments for each Fund's account with brokers property, or dealers selected by it, and pay cash to that end, the Adviser is authorized as other than payment of the agent of each Fund to give instructions to management fee provided for in this Agreement. The Adviser will not be responsible for the Custodian of each Fund as to the deliveries cost of securities or brokerage commissions or any other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer Trust expenses except as specified in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersAgreement. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 118, 2002, 1995 and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company 1940 Act of 1940 and the Rules, Regulations rules and orders regulations thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers brokers, dealers or dealers other entities selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers brokers, dealers or dealers other entities and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most favorable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker broker, dealer or dealer other entity an amount of commission for effecting a securities transaction in excess of the amount of commission another broker broker, dealer or dealer other entity would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services ( within the meaning of Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by such broker broker, dealer or dealerother entity, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into investment sub-investment advisory agreements with respect to a Fund with one or more investment advisers with (a "Sub-Adviser") to the Fund to perform some or all of the services for which the Adviser is responsible pursuant to this Article 1 upon such terms and conditions as the Adviser may determine, determine provided that such investment sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not interested persons of the Trust, the Adviser or the Sub-Adviser and Exchange Commission thereunderby vote of a majority of the outstanding voting securities of the Fund. The Adviser may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser Adviser or for any loss arising out of any investment made by any subSub-adviser Adviser or for any act or omission in the execution and management of a the Fund by any subSub-adviserAdviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide assume all investment duties and have full discretionary power and authority with respect to the investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with such investment advice the directions and supervision as the latter may policies set from time to time consider necessary for by the proper supervision of its assets. The Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Trust and the Adviser shall act with respect to a Fund that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as investment adviser promptly provided to each Fund the Adviser by the Trust; (iii) determine the securities and as such shall furnish continuously an investment program and shall determine from time other investments to time what securities or other instruments shall be purchased, sold or exchanged and what portion otherwise disposed of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws")timing of such purchases, sales and dispositions; (iv) vote all proxies for securities owned by a Fund and exercise all other voting rights with respect to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio such securities in accordance with the Adviser's proxy voting policies and procedures as presented approved by the Board; (vi) promptly issue settlement instructions to the Trustees of custodians designated by the Trust from time to time. Should on behalf of each Fund; (vii) evaluate the Trustees at any timecredit worthiness of securities dealers, however, make any definite determination as to banks and other entities with which the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall takeTrust, on behalf of each Fund, all actions which it deems necessary may engage in repurchase agreements and monitor the status of such agreements; and (viii) take such further action, including, the placing of purchase and sale orders, selecting broker-dealers to implement execute such orders on behalf of each Fund, negotiating commission rates to be paid to broker-dealers, opening and maintaining trading accounts in the investment policies determined as provided abovename of each Fund, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments executing for each Fund's account , as its agent and attorney-in-fact, standard institutional customer agreements with brokers broker-dealers, each as the Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. (b) In effecting transactions on behalf of each Fund, the Adviser’s primary consideration shall be to seek best execution. In selecting broker-dealers selected by it, and to that endexecute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of each Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is authorized reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the agent “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of each Fund to give instructions a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause each Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission each Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the Custodian value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to each Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in each Fund since the prior report, and shall also keep the Board informed of important developments affecting each Fund and the Adviser, on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising each Fund’s portfolio, the performance of each Fund’s portfolio or otherwise. The Adviser shall also furnish the Board with such statistical and analytical information with respect to investments of each Fund as to the deliveries of securities Adviser may believe appropriate or other instruments and payments of cash for as the account of each FundBoard reasonably may request. In connection with the selection of such brokers or dealers and the placing of such ordersproviding investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, each Fund’s objective, investment policies, and investment restrictions as set forth in the Prospectus, the Adviser Guidelines, and the Procedures, each as promptly provided to the Adviser by the Trust; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser shall from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (e) The Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Trust as soon as reasonably practicable, and where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (f) The Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Trust that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to each Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. (g) The Adviser shall provide the Trust’s chief compliance officer (the “Trust CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Trust CCO, at its own expense, with information the Trust CCO reasonably believes is directed required to seek administer the Trust’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Adviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of any Material Compliance Matter (as defined in Rule 38a-1 under the 1000 Xxx); and (iii) periodic reports regarding the Adviser’s compliance with Federal Securities Laws and its compliance program as set forth in the Compliance Manual. Upon the written request of the Trust, the Adviser shall also permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust (the “Trust Records”). The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (i) The Adviser shall cooperate with each Fund Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the best overall price performance of the accountants’ duties. (j) The Adviser shall provide the Trust and execution available from responsible brokerage firms, taking account of all factors it deems relevanteach Fund’s custodian and fund accountant on each business day with such information relating to each Fund’s transactions and each Fund’s assets and liabilities as the Trust or each Fund’s custodian and fund accountant may reasonably require, including by way of illustration: price; but not limited to information required to be provided under the size of the transaction; the nature of the market for the security; the amount of the commission; the timing Trust’s Valuation and impact of the transaction taking into account market prices and trends; the reputationNAV Error Correction Procedures, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementprovided, however, the Adviser shall not be deemed to have acted unlawfully or to have breached be the pricing agent for any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (ck) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions Except as permitted by the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6Procedures, the Adviser shall not be liable for any error of judgment disclose and shall treat confidentially all information specifically relating to each Fund’s investments including, without limitation, the identification and market value or mistake of law by any sub-adviser or for any loss arising out other pricing information of any investment made and all portfolio securities or other investments held by each Fund, and any sub-adviser and all trades effected for each Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to any Fund assets to the extent that such assets are held in other accounts managed or for advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to each Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of each Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to each Fund; and (iii) maintain any act or omission in appropriate interfaces with each so as to promote the execution and management efficient exchange of a Fund by any sub-adviserinformation.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 10 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the latter may from time Trust might or could do with respect to time consider such purchases, sales or other transactions, as well as with respect to all other things necessary for or incidental to the proper supervision furtherance or conduct of its assetssuch purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. The Adviser shall act keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as investment adviser amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to each a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause Fund to pay to broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion purchase orders of the assets of each the Fund shall with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be held uninvested, subject always allocated as to the restrictions of the Trust's Amended price and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in the investment policies determined as provided aboveFund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized shall comply with the directions and policies set from time to time by the Board as well as the agent limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of each Fund 1986, as amended, and other applicable laws. (c) The Adviser will from time to give instructions time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Custodian of each Fund as Board all matters related to the deliveries Adviser that are material to Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the federal securities or other instruments laws as they relate to the Trust, and payments shall employ personnel to administer the policies and procedures who have the requisite level of cash for skill and competence required to effectively discharge its responsibilities. The Adviser also shall provide, upon reasonable request, the account of each Fund. In connection Trust’s chief compliance officer with periodic reports regarding its compliance with the selection federal securities laws, and shall promptly provide special reports in the event of such brokers or dealers and any material violation of the placing federal securities laws. Upon the written request of such ordersthe Trust, the Adviser is directed shall permit the Trust or its representatives to seek examine the reports required to be made to the Adviser under the Code. (f) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (h) The Adviser will provide the Fund and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the Fund or the best overall price Fund’s custodian and execution available from responsible brokerage firms, taking account of all factors it deems relevantfund accountant may reasonably require, including by way of illustration: price; but not limited to information required to be provided under the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputationTrust’s Portfolio Securities Valuation Procedures, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementprovided, however, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission be the pricing agent for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision with respect to the Portfolio as the latter Fund may from time to time consider necessary for the proper supervision of its the Portfolio's assets. The Adviser shall act as investment adviser to each the Fund with respect to the Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund the Portfolio shall be held uninvested, subject always to the restrictions of the TrustFund's Amended Articles of Incorporation and Restated Declaration of TrustBylaws, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws")time, to the provisions of the Investment Company 1940 Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-then current Prospectus and Statement of Additional Informationwith respect to the Portfolio. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a Fund's the portfolio securities in accordance with held by the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timePortfolio shall be exercised. Should the Trustees Directors of the Fund at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Fund with respect to the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase purchase, sale or sale exchange of portfolio securities or other instruments for each the Fund's account with brokers brokers, dealers or dealers bankers selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund with respect to the Portfolio to give instructions to the Custodian custodian of each Fund the Portfolio (the "Custodian") or to any sub-custodian of the Portfolio as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Fund with respect to the Portfolio. In connection with the selection of such brokers brokers, dealers or dealers bankers and the placing of such orders, the Adviser is directed at all times to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market obtain for the security; Portfolio the amount of the commission; the timing and impact of the transaction taking into account market most favorable prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsat reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund the Portfolio to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser or any sub-adviser employed by the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund Portfolio and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter Trustees of the Trust may from time to time consider necessary for the proper supervision of its the Fund's assets. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated January 1February 15, 20021985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fundthe Trust's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers dealer selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers advisors with such terms and conditions as the Adviser may determine, determine provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and Exchange Commission thereunderby "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 65, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser advisor or for any loss arising out of any investment made by any sub-adviser advisor or for any act or omission in the execution and management of a the Fund by any sub-adviseradvisor.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1July 24, 20022007, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1December 14, 20021994, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated ’s Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund will, at its own expense, select and contract with one or more investment advisers with such terms (“Sub-Advisers”) to manage the investment operations and conditions as composition of each Fund and render investment advice for each Fund, including the Adviser may determinepurchase, provided that such subretention, and disposition of the investments, securities and cash contained in each Fund, subject always to the restrictions of the Trust’s Declaration and the By-investment advisory agreements have been approved in accordance with applicable Laws, to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund’s then-current Prospectus and Statement of Additional Information; provided, that any rulescontract with an Sub-Adviser (a “Sub-Advisory Agreement”) shall be in compliance with and approved as required by the Investment Company Act of 1940 and the Rules, regulations Regulations and orders thereunder or orders of in accordance with exemptive relief granted by the Securities and Exchange Commission thereunder(“SEC”) under the Investment Company Act of 1940. (d) Subject always to the direction and control of the Trustees of the Trust, Adviser will have (i) overall supervisory responsibility for the general management and investment of each Fund’s assets; (ii) full discretion to select new or additional Sub-Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; (iv) full discretion to terminate and replace any Sub-Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund’s assets not then managed by an Sub-Adviser. In connection with Adviser’s responsibilities herein, Adviser will assess each Fund’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund’s assets among one or more current or additional Sub-Advisers from time to time, as Adviser deems appropriate, to implement each Fund’s investment policies determined as provided above. In addition, Adviser (in conjunction with the Fund’s Independent Chief Compliance Officer) will oversee (or, in the event that the Adviser does not require a Sub-Advisor to assume responsibility therefore under the Sub-Advisory Agreement, shall be responsible for) compliance of each Sub-Adviser with the investment objectives, policies and restrictions of any Fund (or portions of any Fund) under the management of such Sub-Adviser, and review and report to the Trustees of the Trust on the performance of each Sub-Adviser. Adviser will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. Further, Adviser (in conjunction with the Fund’s Independent Chief Compliance Officer) will oversee compliance of each Sub-Adviser with the compliance program of any Fund (or portions of any Fund) under the management of such Sub-Adviser, as well as the compliance program of the Sub-Adviser as such program relates to the Sub-Adviser’s management of the Fund. On Adviser’s own initiative, Adviser will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Adviser agrees to furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Adviser agrees to cause the appropriate Sub-Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data as may be appropriate. (e) Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser or for any loss arising out of any investment made by any subSub-adviser or for any act or omission in the execution and management of a Fund by any subSub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 16, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1August 12, 20022003, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund the Portfolio with such investment advice and supervision as the latter Trust may from time to time consider necessary for the proper supervision of its the Portfolio's investment assets. The Adviser Citibank shall act as investment adviser to each Fund the Adviser for the Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund the Portfolio shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1September 13, 20021993, and By-Lawslaws, as each as may be amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the RulesAct, Regulations and orders thereunder and to a Fund's the then-current Prospectus and Registration Statement of Additional Informationthe Trust with respect to the Portfolio. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a Fundthe Portfolio's portfolio securities in accordance with shall be exercised. Should the Adviser's policies and procedures as presented to the Board of Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy applicable to the Portfolio and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each Fundthe Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fundthe Portfolio's account with the brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of each Fund the Trust to give instructions to the Custodian custodian of each Fund the Portfolio as to the deliveries of securities or other instruments and payments of cash for the account of each Fundthe Portfolio. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the Portfolio in its best overall price judgment, prompt execution in an effective manner at the most favorable price. Subject to this requirement of seeking the most favorable price, securities may be bought from or sold to broker-dealers who have furnished statistical, research and execution available from responsible brokerage firmsother information or services to the Adviser or the Portfolio, taking subject to any applicable laws, rules and regulations. In making purchases or sales of securities or other property for the account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementPortfolio, the Adviser shall not be deemed to have acted unlawfully may deal with itself or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess with the Trustees of the amount of commission another broker Trust or dealer would have charged for effecting that transactionthe Trust's exclusive placing agent, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of extent such actions are permitted by the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers1940 Act. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 16, 20021995, as amended, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the latter may from time Trust might or could do with respect to time consider such purchases, sales or other transactions, as well as with respect to all other things necessary for or incidental to the proper supervision furtherance or conduct of its assetssuch purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. The Adviser shall act keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as investment adviser amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to each a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause Fund to pay to any broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion purchase orders of the assets of each the Fund shall with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be held uninvested, subject always allocated as to the restrictions of the Trust's Amended price and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in the investment policies determined as provided aboveFund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized shall comply with the directions and policies set from time to time by the Board as well as the agent limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of each Fund 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. (c) The Adviser will from time to give instructions time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Custodian of each Fund as Board all matters related to the deliveries Adviser that are material to Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the federal securities or other instruments laws as they relate to the Trust, and payments shall employ personnel to administer the policies and procedures who have the requisite level of cash for skill and competence required to effectively discharge its responsibilities. The Adviser also shall provide, upon reasonable request, the account of each Fund. In connection Trust’s chief compliance officer with periodic reports regarding its compliance with the selection federal securities laws, and shall promptly provide special reports in the event of such brokers or dealers and any material violation of the placing federal securities laws. Upon the written request of such ordersthe Trust, the Adviser is directed shall permit the Trust or its representatives to seek examine the reports required to be made to the Adviser under the Code. (f) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (h) The Adviser will provide the Fund and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the Fund or the best overall price Fund’s custodian and execution available from responsible brokerage firms, taking account of all factors it deems relevantfund accountant may reasonably require, including by way of illustration: price; but not limited to information required to be provided under the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputationTrust’s Portfolio Securities Valuation Procedures, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementprovided, however, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission be the pricing agent for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. Subject to the general supervision of the Trustees of the Fund, the Adviser shall manage the investment operations of any Portfolio and the composition of such Portfolio's assets, including the purchase, retention and disposition thereof, in accordance with the policies of the Fund as stated in the Prospectus and with the investment objective(s) of such Portfolio and subject to the following understandings: (a) The Adviser shall provide each Fund with such investment advice use the same skill and supervision as care in the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion management of the assets Portfolio as is required to be used in the discharge of each Fund shall be held uninvested, subject always to fiduciary duties under the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively1940 Act, the "Declaration" and Investment Advisers Act of 1940 (the "By-Laws1940 Advisers Act"), to the provisions of the Investment Company 1933 Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement Internal Revenue Code of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with 1986 (the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked"Code"). (b) The Adviser shall takeprovide supervision of the Portfolio's assets; furnish a continuous investment program for such Portfolio; determine from time to time what investments or securities will be purchased, on behalf retained or sold by the Portfolio, and what portion of each the assets will be invested or held uninvested as cash. (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust Agreement, By-Laws, Registration Statement and Prospectus and with the instructions and directions of the Trustees of the Fund, all actions which it deems necessary and will comply with and conform to implement the requirements of the 1940 Act, the 1940 Advisers Act, the 1933 Act and the Code (applicable to the Fund as a regulated investment policies determined company or otherwise) as provided aboveeach may from time to time be amended, and all other applicable federal and state laws, regulations and rulings. (d) The Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders pursuant to its determinations either directly with the issuer or underwriter or with any broker-dealer (including, as set forth below, a broker-dealer which is an affiliated person of the Adviser) who deals in particular to place all the securities in which the Portfolio is active. In placing orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that endbroker-dealers, the Adviser is authorized as will attempt to obtain the agent best combination of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments price and payments of cash for the account of each Fundexecution. In connection with seeking to achieve the selection best combination of such brokers or price and execution, an effort shall be made to evaluate the overall quality and reliability of broker-dealers and the placing of such ordersservice they provide, including their general execution capability, reliability and integrity, willingness to take positions in securities, general operational capabilities and financial condition. However, the responsibility of the Adviser is directed to seek for each Fund attempt to obtain the best overall combination of price and execution available from responsible brokerage firmsdoes not obligate it to solicit a competitive bid for each transaction, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed have no obligation to have acted unlawfully or seek the lowest available commission cost to have breached any dutythe Portfolio, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if so long as the Adviser determined determines in good faith that such amount of the commission was paid to a broker-dealer is reasonable in relation to the value of the brokerage and research brokerage, research, statistical or other services provided by such broker or dealer, viewed in terms of either that particular transaction broker-dealer to the Portfolio or the Adviser's overall responsibilities . The Adviser will not place orders with broker-dealers which are affiliated persons of the Adviser or the Fund without the prior written authorization of the Fund, and then will do so subject to (i) the provisions of Sections 17(e)(2) and Rule 17e-1 and Section 10(f) and Rule 10f-3 under the 1940 Act, Rule 206(3)- 2 under the 1940 Advisers Act, Section 11(a) under the Securities Exchange Act of 1934 (the "1934 Act") and any other applicable laws or regulations, and (ii) procedures properly adopted by the Fund with respect thereto. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other clients, if any (including any other Portfolio), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to each, and transaction costs will be allocated so that each receives, to the extent possible, the same price. (f) The Adviser shall render to the Trustees of the Fund such periodic and special reports as the Trustees may reasonably request. (g) The Adviser, and not the Fund, shall pay the salaries and fees of any officers or Trustees of the Fund who are "interested persons" (as defined in the 0000 Xxx) and who are employed by the Adviser to perform services relating to the Fund. (h) The services of the Adviser to a Portfolio under this Agreement are not to be deemed exclusive and the Adviser shall be free to render similar or other services in the future to the Fund and or to other clients of the Adviser others so long as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersits services under this Agreement are not impaired thereby. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1February 3, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Manager employs the Adviser shall provide each Fund with to manage the investment and reinvestment of such investment advice and supervision portion, if any, of the Portfolios' assets as is designated by the latter may Manager from time to time consider necessary for time, and, with respect to such assets, to continuously review, supervise, and administer the proper supervision investment program of its assetsthe Portfolios, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain which requirements shall be communicated to the Adviser, and to render regular reports in a mutually agreeable format to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities, as the Manager or the Trust shall reasonably request. The Adviser shall act as investment adviser discharge the foregoing responsibilities subject to each Fund the Manager's oversight and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion the control of the assets of each Fund shall be held uninvested, subject always to officers and the restrictions Trustees of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Lawsin compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust's current registration statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules laws and regulations, the Adviser also is authorized to consider sales of shares of each Fund and such other investment guidelines or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may restrictions established from time to time enter into sub-by the Manager or the Trust which must be communicated in writing by Manager to Adviser in advance. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment advisory agreements decisions with respect to a Fund with one or more investment advisers with such terms and conditions as that portion of assets which the Adviser may determine, provided that such subdeems should be invested in short-investment advisory agreements have been approved in accordance with applicable provisions term money market instruments. The Manager agrees to provide this service.) The Adviser is authorized on behalf of the Investment Company Act of 1940 Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any rulesdocuments (e.g. any derivatives documentation such as exchange traded and over-the-counter, regulations or orders as applicable) required to meet the obligations of the Securities Trust with respect to any investments made for the Portfolios. Such documentation includes but may not be limited to any market and/or industry standard documentation and Exchange Commission thereunder. Subject to the provisions standard representations contained therein; and (ii) acknowledge the receipt of Article 6brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, that the Adviser shall (a) use commercially reasonable efforts to ensure that any such representations are accurate and consistent with the relevant Portfolio’s investment policies and other governing documents furnished to the Adviser; (b) provide all notifications and deliver all documents required to be provided or delivered by a Portfolio pursuant to such documentation; and (c) as soon as reasonably practicable notify the Manager if commercially practicable under the circumstances of the actual occurrence (as evidenced by a notice from the trading counterparty pursuant to the terms of such documentation) of an event of default or termination event affecting a Portfolio. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit of margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall not have the authority to cause the Manager or the Trust to deliver securities or other property, or pay cash to the Adviser other than payment of the management fee provided for in this Agreement. The Adviser will not be liable responsible for the cost of securities or brokerage commissions or any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other Trust expenses except as specified in the execution and management of a Fund by any sub-adviserthis Agreement.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser's sole discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain pursuant to Section 7 of this Agreement, and to render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall provide each Fund discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of Portfolio set forth in the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each current registration statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 applicable laws and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser also shall exercise voting rightsaccepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate actions and any other rights pertaining of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to a Fundthat portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's portfolio securities Custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser's policies and procedures as presented to . (For this purpose, the Trustees of term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedits custodian(s). (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders will not be responsible for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries cost of securities or brokerage commissions or any other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer Trust expenses except as specified in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersAgreement. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each such purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the deliveries Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of securities its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or other instruments conditioned and payments of cash may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such ordersforegoing, the Adviser is directed may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Adviser; Subject to seek for each Fund such policies as the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementBoard may determine, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, duty created by this Agreement or otherwise, otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Adviser an amount of commission for effecting a securities Fund’s investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser determined determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities of the Adviser with respect to the accounts as to which it exercises investment discretion. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Fund and to as well as other clients of the Adviser as Adviser, the Adviser, to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with extent permitted by applicable rules laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to such other clients. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also is authorized keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to consider time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of shares of each Fund or of securities and other funds or accounts of investment assets for the Fund, the Adviser shall comply with the directions and policies set from time to time by the Board as a factor in well as the selection limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of brokers 1986, as amended, and dealersother applicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may determinebe incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, provided where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that such sub-investment advisory agreements are reasonably designed to prevent, detect and correct violations of the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have been approved the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser will keep the Board and the Trust’s chief compliance officer (“CCO”) informed of the individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser shall cooperate fully with the CCO in the execution of the CCO’s responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCOwith periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable provisions law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Company Act of 1940 and any rules, regulations or orders Adviser shall be the property of the Securities Trust. The Trust, or its representatives, shall have access to such books and Exchange Commission thereunderrecords at all times during the Adviser’s normal business hours. Subject Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the provisions Trust or its representatives. (g) The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of Article 6the accountants’ duties. (h) The Adviser will provide the Trust and the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets and liabilities as the Trust or the Fund’s custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust’s Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be liable deemed to be the pricing agent for any error the Fund. (i) In the performance of judgment or mistake its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Fund’s investments and (iii) comply with the provisions of law by any sub-adviser or for any loss arising out the Trust’s Declaration of any Trust and Bylaws, as amended from time to time, and the applicable tax and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment made by any sub-adviser or for any act or omission in policies of the execution Fund and management to consult with regarding the investment affairs of a Fund by any sub-adviserthe Fund.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1March 4, 20021985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a Fund's the Funds' portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's the Funds' account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most favorable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1February 15, 20021995, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder1940. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-sub- investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund’s investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the latter may from time Trust might or could do with respect to time consider such purchases, sales or other transactions, as well as with respect to all other things necessary for or incidental to the proper supervision furtherance or conduct of its assetssuch purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such shareholder voting policies as approved by the Board. The Adviser shall act as investment adviser to each Fund keep confidential the Fund’s holdings in accordance with the Fund’s policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall furnish continuously an investment program not be unreasonably withheld, delayed or conditioned and shall determine from time may not be withheld where the Adviser may be exposed to time what securities civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the foregoing, the Adviser may disclose such information as required by applicable law or regulation or upon request by a regulator or attorney or auditor of Adviser. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser may allocate brokerage on behalf of the Fund to one or more broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause the Fund to pay to any broker-dealer that provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other instruments shall be purchased, sold or exchanged advisory clients. The Adviser may aggregate sales and what portion purchase orders of the assets of each the Fund shall be held uninvested, subject always with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the restrictions same asset on behalf of the Trust's Amended Fund and Restated Declaration of Trustone or more other accounts advised by the Adviser, dated January 1, 2002, the orders will be allocated as to price and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary material changes in the Fund related to implement its duties since the investment policies determined as provided aboveprior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized shall comply with the directions and policies set from time to time by the Board as well as the agent limitations imposed by the Trust’s or the Fund’s policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of each Fund 1986, as amended, and other applicable laws. (c) The Adviser will from time to give instructions time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any such respect. (d) The Adviser will report to the Custodian of each Fund as Board all matters related to the deliveries Adviser that are material to the Adviser’s performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent, detect and correct violations of the federal securities or other instruments laws (including the Exemptive Order) as they relate to the Trust, and payments shall employ personnel to administer the policies and procedures who have the requisite level of cash for skill and competence required to effectively discharge its responsibilities. The Adviser will keep the account of each Fund. In connection with the selection of such brokers or dealers Board and the placing Trust’s chief compliance officer (“CCO”) informed of such ordersthe individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser is directed shall cooperate fully with the CCO in the execution of the CCO’s responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to seek examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will cooperate with the Fund’s independent public accountants, attorneys and Investment Manager and shall take reasonable action to make all necessary information available to those accountants, attorneys and investment advisors for the performance of their respective duties. (h) The Adviser will provide the Trust and the Fund’s custodian, fund accountant and Investment Manager on each Fund business day with such information relating to all transactions concerning the best overall price Fund’s assets and execution available from responsible brokerage firmsliabilities as the Trust or the Fund’s custodian, taking account of all factors it deems relevantfund accountant and Investment Manager may reasonably require, including by way of illustration: priceinformation required to be provided under the Trust’s valuation or similar procedures; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputationprovided, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirementhowever, that the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by be the pricing agent for the Fund. (i) In the performance of its duties under this Agreement or otherwisethe Adviser will (i) satisfy its fiduciary duties to the Trust, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess (ii) monitor the Fund’s investments and (iii) comply with the provisions of the amount of commission another broker or dealer would have charged for effecting that transactionTrust’s Trust Instrument, if the as amended from time to time, and applicable tax and regulatory requirements. The Adviser determined in good faith that such amount of commission was reasonable in relation will make its officers and employees available to the value Trust from time to time at reasonable times to review investment policies of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients consult with regarding the investment affairs of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFund. (cj) The Adviser may from time to time enter into sub-investment advisory agreements shall comply with respect to a Fund with one or more investment advisers with such the terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rulesExemptive Order. In connection therewith, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6among other things, the Adviser shall not initially determine and make any subsequent modifications to the daily portfolio composition files (or similar files), including the amount of cash component, the identity and number of shares or face amount of the securities or other assets to be liable accepted in exchange for any error Creation Units, as that term is used in the Prospectus, for the Fund and the securities or other assets that will be applicable to redemption requests received by the Fund. The Adviser shall give directions to the Trust’s custodian or other person designated by the Trust with respect to these files. The Adviser shall ensure that the data required to be posted to the web-site for the Funds as described in the Exemptive Order, or to the extent the Trust is no longer relying on the Exemptive Order, applicable law, are so posted. This information currently includes (i) on a per share basis, prior business day net asset value, market closing price (or bid/ask prices) and the premium /discount and (ii) the assets held by the Fund that will form the basis for the Fund’s calculation of judgment or mistake net asset value at the end of law the business day. The Adviser has entered into a Compliance Agreement with Forum Investment Advisors, LLC (the “Investment Manager”) that provides, among other things, that the Investment Manager shall have the power and authority to enforce compliance by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission the Adviser with the Exemptive Order. Such Compliance Agreement also provides that the Adviser will cooperate fully with the Investment Manager in the execution of the Investment Manager’s responsibilities to ensure compliance with the Exemptive Order. The Compliance Agreement further provides that the Adviser shall provide, upon reasonable request, the Investment Manager with periodic reports regarding its compliance with the Exemptive Order, and management shall promptly provide special reports in the event of a Fund any violation of the Exemptive Order. According to the Compliance Agreement, the Investment Manager shall have access to all books and records of the Adviser that relate to compliance by any sub-adviserthe Adviser with the Exemptive Order at all times during the Adviser’s normal business hours.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1November 7, 20021984, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most favorable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each such purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund's holdings in accordance with the Fund's policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the deliveries Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of securities its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or other instruments conditioned and payments of cash may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such ordersforegoing, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firmsmay disclose such information as required by applicable law, taking account regulation or upon request by a regulator or auditor of all factors it deems relevant, including by way of illustration: priceAdviser; the size Consistent with Section 28(e) of the transaction; Securities Exchange Act of 1934, as amended (the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement"1934 Act"), the Adviser shall not be deemed may allocate brokerage on behalf of the Fund to have acted unlawfully one or more broker-dealers who provide research services. Subject to have breached any dutycompliance with Section 28(e), created by this Agreement or otherwise, solely by reason of its having caused a the Adviser may cause the Fund to pay to any broker-dealer that provides research services a broker or commission that exceeds the commission the Fund might have paid to a different broker-dealer an amount of commission for effecting a securities the same transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund and to other clients of as the Adviser may believe appropriate or as to which the Adviser exercises Board reasonably may request. In making purchases and sales of securities and other investment discretion. Subject to seeking assets for the best price and execution as described above, and in accordance with applicable rules and regulationsFund, the Adviser also is authorized shall comply with the directions and policies set from time to consider sales time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of shares of each Fund or of 1986, as amended, and other funds or accounts of the Adviser as a factor in the selection of brokers and dealersapplicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may determinebe incurred on the Trust's behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser's performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, provided where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that such sub-investment advisory agreements are reasonably designed to prevent, detect and correct violations of the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have been approved the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser will keep the Board and the Trust's chief compliance officer ("CCO") informed of the individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser shall cooperate fully with the CCO in the execution of the CCO's responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCOwith periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable provisions law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Company Act of 1940 and any rules, regulations or orders Adviser shall be the property of the Securities Trust. The Trust, or its representatives, shall have access to such books and Exchange Commission thereunderrecords at all times during the Adviser's normal business hours. Subject Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the provisions Trust or its representatives. (g) The Adviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of Article 6the accountants' duties. (h) The Adviser will provide the Trust and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets and liabilities as the Trust or the Fund's custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust's Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be liable deemed to be the pricing agent for any error the Fund. (i) In the performance of judgment or mistake its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Fund's investments and (iii) comply with the provisions of law by any sub-adviser or for any loss arising out the Trust's Declaration of any Trust and Bylaws, as amended from time to time, and the applicable tax and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment made by any sub-adviser or for any act or omission in policies of the execution Fund and management to consult with regarding the investment affairs of a Fund by any sub-adviserthe Fund.

Duties of the Adviser. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (asubject to the approval of the Trust’s Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief granted by the Securities and Exchange Commission (the “SEC”), or by rule or regulation, by “vote of a majority of the outstanding voting securities” of each applicable Portfolio, as that term is defined in the 0000 Xxx) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of the Portfolios, and to continuously review, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust’s administrator (the “Administrator”) and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The retention of any sub-adviser by the Adviser (if any) shall not relieve the Adviser of its responsibilities under this Agreement. The Trust hereby constitutes and appoints the Adviser as the Trust’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Fund’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Portfolios as in the Adviser’s judgment are necessary or desirable for the Adviser to implement the investment policies of the Portfolios by purchasing, selling and redeeming its assets and placing orders for such purchases and sales. The Adviser shall provide each Fund discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with the Prospectus (as defined below), such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, the objectives, policies, and limitations for the proper supervision Portfolios as established by the Board of its assetsTrustees of the Trust, and applicable laws and regulations. The Adviser shall act as investment adviser accepts such employment and agrees, at its own expense, to each Fund render the services and as such shall furnish continuously an investment program to provide the office space, furnishings and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" equipment and the "Bypersonnel (including any sub-Laws"), advisers) required by it to perform the provisions of services on the Investment Company Act of 1940 terms and for the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Informationcompensation provided herein. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any timewill not, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination pay for the periodcost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any, specified in such notice ) purchased or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders sold for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersTrust. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. Subject to the general supervision of the Trustees of the Trust, the Adviser shall manage the investment operations of the Fund and the composition of such Fund’s assets, including the purchase, retention and disposition thereof, in accordance with the policies of the Fund as stated in the Prospectus and with the investment objective(s) of such Portfolio and subject to the following understandings: (a) The Adviser shall provide each Fund with such investment advice use the same skill and supervision as care in the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion management of the assets Fund as is required to be used in the discharge of each Fund shall be held uninvested, subject always to fiduciary duties under the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively1940 Act, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Advisers Act of 1940 (the “Advisers Act”), the 1933 Act and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement Internal Revenue Code of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with 1986 (the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked“Code”). (b) The Adviser shall takeprovide supervision of the Fund’s assets; furnish a continuous investment program for such Fund; determine from time to time what investments or securities will be purchased, on behalf of each retained or sold by the Fund, all actions which it deems necessary to implement and what portion of the investment policies determined assets will be invested or held uninvested as provided abovecash. (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust Agreement, By-Laws, Registration Statement and Prospectus and with the instructions and directions of the Trustees of the Trust, and in particular will comply with and conform to place all orders for the purchase requirements of the 1940 Act, the Advisers Act, the 1933 Act and the Code (applicable to the Fund as a regulated investment company or sale of portfolio securities or other instruments for otherwise) as each Fund's account with brokers or dealers selected by itmay from time to time be amended, and all other applicable federal and state laws, regulations and rulings. (d) The Adviser shall determine the securities to that endbe purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or underwriter or with any broker-dealer (including, as set forth below, a broker-dealer which is an affiliated person of the Adviser) who deals in the securities in which the Fund is active. In placing orders with broker-dealers, the Adviser is authorized as will attempt to obtain the agent best combination of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments price and payments of cash for the account of each Fundexecution. In connection with seeking to achieve the selection best combination of such brokers or price and execution, an effort shall be made to evaluate the overall quality and reliability of broker-dealers and the placing of such ordersservice they provide, including their general execution capability, reliability and integrity, willingness to take positions in securities, general operational capabilities and financial condition. However, the responsibility of the Adviser is directed to seek for each Fund attempt to obtain the best overall combination of price and execution available from responsible brokerage firmsdoes not obligate it to solicit a competitive bid for each transaction, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed have no obligation to have acted unlawfully or seek the lowest available commission cost to have breached any dutythe Fund, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if so long as the Adviser determined determines in good faith that such amount of the commission was paid to a broker-dealer is reasonable in relation to the value of the brokerage and research brokerage, research, statistical or other services provided by such broker or dealer, viewed in terms of either that particular transaction broker-dealer to the Fund or the Adviser's overall . The Adviser will not place orders with broker-dealers which are affiliated persons of the Adviser or the Trust without the prior written authorization of the Trust, and then will do so subject to (i) the provisions of Section 17(e)(2) and Rule 17e-1 and Section 10(f) and Rule 10f-3 under the 1940 Act, Rule 206(3)-2 under the Advisers Act, Section 11(a) under the Securities Exchange Act of 1934 (the “1934 Act”) and any other applicable laws or regulations, and (ii) procedures properly adopted by the Trust with respect thereto. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, if any (including any other Fund), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to each, and transaction costs will be allocated so that each receives, to the extent possible, the same price. (f) Subject to the supervision and control of the Trust’s Board of Trustees, the Adviser will provide the Fund with office space and facilities; accounting and bookkeeping, recordkeeping and data processing facilities and services; internal compliance services relating to accounting and legal matters; and personnel to carry out certain administrative services required for operation of the business and affairs of the Fund other than the services of the underwriter/distributor, those services to be performed by the Trust’s custodian and transfer agent, those fund accounting services to be performed by one or more service providers under a fund accounting or similar agreement, and those services normally performed by the Trust’s counsel and independent auditors. Such responsibilities include without limitation the following services: (i) Preparing and updating the Fund’s SEC and state registration statements and filings, reports to shareholders, and other documents; (ii) Overseeing the performance of the Trust’s custodian, transfer agent and accounting agent; (iii) Providing information and certain administrative services to shareholders of the Fund, including but not limited to, transmitting redemption requests to the Trust’s Transfer Agent and transmitting the proceeds of redemption of shares of the Fund pursuant to a shareholder’s instructions when such redemption is effected through the Adviser, providing telephone and written communications with respect to its shareholders account inquiries, assisting its shareholders in altering privileges and ownership of their accounts and serving as a source of information for its existing shareholders in answering questions concerning the Fund and their transactions with the Fund. (iv) Overseeing the maintenance by the Trust’s custodian and transfer agent of the books and records of the Trust required under the 1940 Act, in connection with the performance of the Trust’s agreement with such entities. (g) The Adviser shall render to other clients the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request. (h) The Adviser, and not the Trust, shall pay the salaries and fees of any officers or Trustees of the Trust who are “interested persons” (as defined in the 1000 Xxx) and who are employed by the Adviser to perform services relating to the Trust. (i) The services of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, Fund under this Agreement are not to be deemed exclusive and the Adviser shall not be liable for any error of judgment free to render similar or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other services in the execution and management of a Fund by any sub-adviserfuture to the Trust or to others so long as its services under this Agreement are not impaired thereby.

Duties of the Adviser. (a) The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios' assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser's discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall provide each Fund discharge the foregoing responsibilities subject to the Manager's oversight and the control of the officers and the Trustees of the Trust and in compliance with such investment advice and supervision policies as the latter Trustees may from time to time consider necessary establish, and in compliance with the objectives, policies, and limitations for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of Portfolio set forth in the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each current Registration Statement as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 applicable laws and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Informationregulations. The Adviser also shall exercise voting rightsaccepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, rights furnishings and equipment and the personnel required by it to consent perform the services on the terms and for the compensation provided herein. (With respect to corporate actions and any other rights pertaining of the Portfolio assets allocated for management by the Adviser, the Manager will make the investment decisions with respect to a Fundthat portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust's portfolio securities custodian(s) to hold and/or transfer the Portfolios' assets in accordance with Proper Instructions received from the Adviser's policies . (For this purpose, the term "Proper Instructions" shall have the meaning(s) specified in the applicable agreement(s) between the Trust and procedures as presented its custodian(s).) The Trust or the Manager shall notify the Adviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Trustees assets to be managed by the Adviser and shall give the Adviser written notice of any changes in such custodian banks or custody arrangements that relate to Adviser’s obligations under this Agreement. The Adviser is authorized on behalf of the Portfolios, and consistent with the investment discretion delegated to the Adviser herein, to: (i) enter into agreements and execute any documents (e.g. any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to meet the obligations of the Trust from time with respect to timeany investments made for the Portfolios. Should Such documentation includes but may not be limited to any market and/or industry standard documentation and the Trustees at any timestandard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures, provided, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, that (a) the Adviser shall be bound by responsible for ensuring that any such determination for representations are accurate and consistent with the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. relevant Portfolio’s investment policies and other governing documents; (b) the Adviser shall be responsible for providing all notifications and delivering all documents required to be provided or delivered by a Portfolio under such documentation; and (c) the Adviser shall immediately notify the Manager of any event of default, potential event of default or termination event affecting a Portfolio under such documentation. The Adviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Portfolios, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Portfolios; (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Trust’s registration statement, provided, however, that unless otherwise approved by the Manager, any such deposit margin or collateral shall be effected by transfer or segregation within an account maintained for the Portfolios by its custodian subject to a control agreement, acceptable in form and substance to the Manager, pursuant to which such custodian agrees and accepts entitlement, orders or instructions from the secured party with respect to such margin or collateral. The Adviser shall take, on behalf of each Fund, all actions which it deems necessary not have the authority to implement cause the investment policies determined as provided above, and in particular Manager or the Trust to place all orders for the purchase or sale of portfolio deliver securities or other instruments for each Fund's account with brokers property, or dealers selected by it, and pay cash to that end, the Adviser is authorized as other than payment of the agent of each Fund to give instructions to management fee provided for in this Agreement. The Adviser will not be responsible for the Custodian of each Fund as to the deliveries cost of securities or brokerage commissions or any other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer Trust expenses except as specified in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersAgreement. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1December 16, 20022004, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a the Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each the Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or and other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Second Amended and Restated Declaration of Trust, dated January 1July 31, 20022006, and By-LawsBylaws, each as amended from time to time (respectively, the "Declaration" and the "By-LawsBylaws"), to the provisions of the Investment Company Act of 1940 and the Rulesrules, Regulations regulations and orders thereunder and to a the Fund's then-current Prospectus Private Placement Memorandum and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to change the Fund's investment policy policies and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or and other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: including, without limitation, price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a the Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a the Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1June 29, 20022005, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each make all decisions with respect to the allocation of a Fund’s investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assetsinvest. The Adviser shall act as will make decisions with respect to all purchases and sales of securities and other investment adviser to assets in each Fund respectively. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities and other investments for the Funds, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such shall furnish continuously an investment program and shall determine from time to time what securities purchases, sales or other instruments shall be purchasedtransactions, sold as well as with respect to all other things necessary or exchanged incidental to the furtherance or conduct of such purchases, sales or other transactions. Consistent with Section 28(e) of the Securities and what portion Exchange Act of 1934, as amended, the Adviser may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. The Adviser may aggregate sales and purchase orders of the assets of each the Funds with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund shall and one or more other accounts advised by the Adviser, the orders will be held uninvested, subject always allocated as to the restrictions of the Trust's Amended price and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in each Fund since the investment policies determined as provided aboveprior report, and will also keep the Board informed of important developments affecting the Trust, the Funds, Subadviser and the Adviser, and on its own initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Funds’ holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that endFunds, the Adviser is authorized will bear in mind the policies set from time to time by the Board as well as the agent limitations imposed by the Organic Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of each Fund to give instructions to the Custodian of each Fund 1986, as to the deliveries of securities or amended, and other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers applicable laws and the placing of such ordersinvestment objectives, the Adviser is directed to seek for each Fund the best overall price policies and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size restrictions of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersFunds. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser may determine, provided that such sub-investment advisory agreements have been approved believes to be particularly fitted to assist in accordance with applicable provisions the execution of the Investment Company Act Adviser’ duties hereunder, the cost of 1940 performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust’s behalf in any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject such respect. (d) The Adviser will report to the provisions of Article 6Board all material matters. On an annual basis, the Adviser shall report on its compliance with its Code to the Board and upon the written request of the Trust, the Adviser shall permit the Trust, or its representatives to examine the reports required to be made to the Adviser under the Code. The Adviser will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the Fund Adviser(s) of the Fund or senior management of the Adviser, in each case prior to or promptly after such change. (e) The Adviser will maintain records relating to its Fund transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (f) The Adviser will cooperate with each Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties. (g) The Adviser will provide the Funds’ custodian and fund accountant on each business day with such information relating to all transactions concerning the Funds’ assets as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Adviser is responsible for assisting in the fair valuation of all Fund assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the Funds’ fund accountant does not obtain prices in the ordinary course of business. (h) The Adviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. (i) The Adviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act. (j) The Trust hereby retains Adviser to provide, or, upon receipt of written approval of the Trust arrange for other companies to provide, the following services to the Fund(s) in the manner and to the extent that such services are reasonably necessary for the operation of the Funds(s) (collectively, the "Services"): (1) accounting services and functions, including costs and expenses of any independent public accountants; (2) non-litigation related legal and compliance services, including the expenses of maintaining registration and qualification of the Trust and the Fund(s) under federal, state and any other applicable laws and regulations; (3) dividend disbursing agent, dividend reinvestment agent, transfer agent, and registrar services and functions (including answering inquiries related to shareholder Fund accounts); (4) custodian and depository services and functions; (5) distribution, marketing, and/or underwriting services; (6) independent pricing services; (7) preparation of reports describing the operations of the Fund(s), including the costs of providing such reports to broker-dealers, financial institutions and other organizations which render services and assistance in connection with the distribution of shares of the Fund(s); (8) sub-accounting and recordkeeping services and functions (other than those books and records required to be maintained by Adviser under the Management Agreement between the Trust and Adviser, including maintenance of shareholder records and shareholder information concerning the status of its Fund(s) accounts by investment adviser, subadviser, broker-dealers, financial institutions, and other organizations on behalf of Adviser; (9) Shareholder and Board of Trustee communication services, including the costs of preparing, printing and distributing notices of shareholders' meetings, proxy statements, prospectuses, statements of additional information, Fund reports, and other communications to the Trust's Fund shareholders, as well as all expenses of shareholders' and Board of Trustee' meetings, including the compensation and reimbursable expenses of the Trustees of the Trust; (10) other day-to-day administrative services, including the costs of designing, printing, and issuing certificates representing shares of the Fund(s), and premiums for insurance coverage including the fidelity bond maintained by the Trust pursuant to Section 17(g) of the Act and rules promulgated thereunder (except for such premiums as may be allocated to third parties, as insureds thereunder). (k) Notwithstanding the provisions of Paragraph 3(j) above, the Services shall not include and Adviser will not be liable responsible for any error of judgment the following: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or mistake the Fund(s) in connection with securities transactions to which the Trust or the Fund(s) is a party or in connection with securities owned by the Trust or the Fund(s); (2) the interest on indebtedness, if any, incurred by the Trust or the Fund(s); (3) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Trust or the Fund(s) to federal, state, county, city, or other governmental agents; (4) the expenses, including fees and disbursements of law counsel, in connection with litigation by or against the Trust or the Fund(s); (5) any subnon-adviser interested Trustee fee(s); and (6) any other extraordinary expense of the Trust or Fund(s). (l) Adviser assume and shall pay for any loss arising out of any investment made by any sub-adviser or for any act or omission in maintaining the execution staff, personnel, space, equipment and management of a Fund by any sub-adviserfacilities necessary to perform its obligations under this Agreement.

Duties of the Adviser. Subject to the general supervision of the Trustees of the Trust, the Adviser shall manage the investment operations of the Fund and the composition of such Fund’s assets, including the purchase, retention and disposition thereof, in accordance with the policies of the Fund as stated in the Prospectus and with the investment objective(s) of such Portfolio and subject to the following understandings: (a) The Adviser shall provide each Fund with such investment advice use the same skill and supervision as care in the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion management of the assets Fund as is required to be used in the discharge of each Fund shall be held uninvested, subject always to fiduciary duties under the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively1940 Act, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Advisers Act of 1940 (the “Advisers Act”), the 1933 Act and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement Internal Revenue Code of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with 1986 (the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked“Code”). (b) The Adviser shall takeprovide supervision of the Fund’s assets; furnish a continuous investment program for such Fund; determine from time to time what investments or securities will be purchased, on behalf of each retained or sold by the Fund, all actions which it deems necessary to implement and what portion of the investment policies determined assets will be invested or held uninvested as provided abovecash. (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust Agreement, By-Laws, Registration Statement and Prospectus and with the instructions and directions of the Trustees of the Trust, and in particular will comply with and conform to place all orders for the purchase requirements of the 1940 Act, the Advisers Act, the 1933 Act and the Code (applicable to the Fund as a regulated investment company or sale of portfolio securities or other instruments for otherwise) as each Fund's account with brokers or dealers selected by itmay from time to time be amended, and all other applicable federal and state laws, regulations and rulings. (d) The Adviser shall determine the securities to that endbe purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or underwriter or with any broker-dealer (including, as set forth below, a broker-dealer which is an affiliated person of the Adviser) who deals in the securities in which the Fund is active. In placing orders with broker-dealers, the Adviser is authorized as will attempt to obtain the agent best combination of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments price and payments of cash for the account of each Fundexecution. In connection with seeking to achieve the selection best combination of such brokers or price and execution, an effort shall be made to evaluate the overall quality and reliability of broker-dealers and the placing of such ordersservice they provide, including their general execution capability, reliability and integrity, willingness to take positions in securities, general operational capabilities and financial condition. However, the responsibility of the Adviser is directed to seek for each Fund attempt to obtain the best overall combination of price and execution available from responsible brokerage firmsdoes not obligate it to solicit a competitive bid for each transaction, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed have no obligation to have acted unlawfully or seek the lowest available commission cost to have breached any dutythe Fund, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if so long as the Adviser determined determines in good faith that such amount of the commission was paid to a broker-dealer is reasonable in relation to the value of the brokerage and research brokerage, research, statistical or other services provided by such broker or dealer, viewed in terms of either that particular transaction broker-dealer to the Fund or the Adviser's overall . The Adviser will not place orders with broker-dealers which are affiliated persons of the Adviser or the Trust without the prior written authorization of the Trust, and then will do so subject to (i) the provisions of Section 17(e)(2) and Rule 17e-1 and Section 10(f) and Rule 10f-3 under the 1940 Act, Rule 206(3)-2 under the Advisers Act, Section 11(a) under the Securities Exchange Act of 1934 (the “1934 Act”) and any other applicable laws or regulations, and (ii) procedures properly adopted by the Trust with respect thereto. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, if any (including any other Fund), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be purchased or sold. In such event, allocation of the securities so purchased or sold will be made by the Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to each, and transaction costs will be allocated so that each receives, to the extent possible, the same price. (f) Subject to the supervision and control of the Trust’s Board of Trustees, the Adviser will provide the Fund with office space and facilities; accounting and bookkeeping, recordkeeping and data processing facilities and services; internal compliance services relating to accounting and legal matters; and personnel to carry out certain administrative services required for operation of the business and affairs of the Fund other than the services of the underwriter/distributor, those services to be performed by the Trust’s custodian and transfer agent, those fund accounting services to be performed by one or more service providers under a fund accounting or similar agreement, and those services normally performed by the Trust’s counsel and independent auditors. Such responsibilities include without limitation the following services: (i) Preparing and updating the Fund’s SEC and state registration statements and filings, reports to shareholders, and other documents; (ii) Overseeing the performance of the Trust’s custodian, transfer agent and accounting agent; (iii) Providing information and certain administrative services to shareholders of the Fund, including but not limited to, transmitting redemption requests to the Trust’s Transfer Agent and transmitting the proceeds of redemption of shares of the Fund pursuant to a shareholder’s instructions when such redemption is effected through the Adviser, providing telephone and written communications with respect to its shareholders account inquiries, assisting its shareholders in altering privileges and ownership of their accounts and serving as a source of information for its existing shareholders in answering questions concerning the Fund and their transactions with the Fund. (iv) Overseeing the maintenance by the Trust’s custodian and transfer agent of the books and records of the Trust required under the 1940 Act, in connection with the performance of the Trust’s agreement with such entities. (g) The Adviser shall render to other clients the Trustees of the Trust such periodic and special reports as the Trustees may reasonably request. (h) The Adviser, and not the Trust, shall pay the salaries and fees of any officers or Trustees of the Trust who are “interested persons” (as defined in the 1940 Act) and who are employed by the Adviser to perform services relating to the Trust. (i) The services of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, Fund under this Agreement are not to be deemed exclusive and the Adviser shall not be liable for any error of judgment free to render similar or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission other services in the execution and management of a Fund by any sub-adviserfuture to the Trust or to others so long as its services under this Agreement are not impaired thereby.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 124, 20021996, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1July 24, 20022007, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund will, at its own expense, select and contract with one or more investment advisers with such terms (“Sub-Advisers”) to manage the investment operations and conditions as composition of each Fund and render investment advice for each Fund, including the Adviser may determinepurchase, provided that such subretention, and disposition of the investments, securities and cash contained in each Fund, subject always to the restrictions of the Trust’s Declaration and the By-investment advisory agreements have been approved in accordance with applicable Laws, to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund’s then-current Prospectus and Statement of Additional Information; provided, that any rulescontract with an Sub-Adviser (a “Sub-Advisory Agreement”) shall be in compliance with and approved as required by the Investment Company Act of 1940 and the Rules, regulations Regulations and orders thereunder or orders of in accordance with exemptive relief granted by the Securities and Exchange Commission thereunder(“SEC”) under the Investment Company Act of 1940. (d) Subject always to the direction and control of the Trustees of the Trust, Adviser will have (i) overall supervisory responsibility for the general management and investment of each Fund’s assets; (ii) full discretion to select new or additional Sub-Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; (iv) full discretion to terminate and replace any Sub-Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund’s assets not then managed by a Sub-Adviser. In connection with Adviser’s responsibilities herein, Adviser will assess each Fund’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund’s assets among one or more current or additional Sub-Advisers from time to time, as Adviser deems appropriate, to implement each Fund’s investment policies determined as provided above. In addition, Adviser (in conjunction with the Fund’s Independent Chief Compliance Officer) will oversee (or, in the event that the Adviser does not require a Sub-Advisor to assume responsibility therefore under the Sub-Advisory Agreement, shall be responsible for) compliance of each Sub-Adviser with the investment objectives, policies and restrictions of any Fund (or portions of any Fund) under the management of such Sub-Adviser, and review and report to the Trustees of the Trust on the performance of each Sub-Adviser. Adviser will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. Further, Adviser (in conjunction with the Fund’s Independent Chief Compliance Officer) will oversee compliance of each Sub-Adviser with the compliance program of any Fund (or portions of any Fund) under the management of such Sub-Adviser, as well as the compliance program of the Sub-Adviser as such program relates to the Sub-Adviser’s management of the Fund. On Adviser’s own initiative, Adviser will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Adviser agrees to furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Adviser agrees to cause the appropriate Sub-Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data as may be appropriate. (e) Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser or for any loss arising out of any investment made by any subSub-adviser or for any act or omission in the execution and management of a Fund by any subSub-adviser.

Duties of the Adviser. (a) The Adviser shall provide will make decisions with respect to all purchases and sales of securities and other investment assets for the Series. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for each Fund Series, for the account of, at the risk of and in the name of each Series, to place orders and issue instructions with such investment advice respect to those transactions. In all purchases, sales and supervision other transactions in securities and other investments for the Series, the Adviser is authorized to exercise full discretion and act for each Series in the same manner and with the same force and effect as the latter Series might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser may from time allocate brokerage on behalf of the Series to time consider necessary for the proper supervision of its assetsbroker-dealers who provide research services. The Adviser shall act as investment adviser to each Fund may aggregate sales and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion purchase orders of the assets of each Fund shall be held uninvested, subject always the Series with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the restrictions same asset on behalf of the Trust's Amended Series and Restated Declaration of Trustone or more other accounts advised by the Adviser, dated January 1, 2002, the orders will be allocated as to price and By-Laws, each as amended from amount among all such accounts in a manner believed to be equitable over time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revokedeach account. (b) The Adviser shall take, on behalf of will report to the Board at each Fund, meeting thereof as requested by the Board all actions which it deems necessary to implement material changes in the investment policies determined as provided aboveFund since the prior report, and will also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in particular the Series’ holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Series maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to place all orders investments of the Series as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that endSeries, the Adviser is authorized will bear in mind the policies set from time to time by the Board as well as the agent limitations imposed by the Fund’s Organizational Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of each Fund to give instructions to the Custodian of each Fund 1986, as to the deliveries of securities or amended, and other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers applicable laws and the placing of such ordersinvestment objectives, the Adviser is directed to seek for each Fund the best overall price policies and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size restrictions of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealersSeries. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser may determine, provided that such sub-investment advisory agreements have been approved believes to be particularly fitted to assist in accordance with applicable provisions the execution of the Investment Company Act Adviser’s duties hereunder, the cost of 1940 performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Fund’s behalf in any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject such respect. (d) The Adviser will report to the provisions of Article 6Board all material matters related to the Adviser. On an annual basis, the Adviser shall not report on its compliance with its Code to the Board and upon the written request of the Fund, the Adviser shall permit the Fund, or its representatives to examine the reports required to be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out made to the Adviser under the Code. The Adviser will notify the Fund of any investment made by change of control of the Adviser and any sub-adviser or for any act or omission changes in the execution and key personnel who are either the portfolio manager(s) of the Series or senior management of a the Adviser, in each case prior to or promptly after such change. (e) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Fund under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by law, the books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund. The Fund, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Fund, copies of any subsuch books and records shall be provided promptly by the Adviser to the Fund or its representatives. (f) The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (g) The Adviser will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Series’ assets as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Adviser is responsible for assisting in the fair valuation of all Series assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant does not obtain prices in the ordinary course of business. (h) The Adviser shall authorize and permit any of its directors, officers and employees who may be duly elected as Directors or officers of the Fund to serve in the capacities in which they are elected. (i) Subject to written instructions from the Series, the Adviser is hereby appointed the Series’ agent and attorney-adviser.in-fact in its discretion to vote, convert or tender in an exchange or tender offer any securities in the Series’ portfolio, to execute proxies, waivers, consents and other instruments with respect to such securities, to endorse, transfer or deliver such securities and to participate in or consent to any plan of reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each such purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund's holdings in accordance with the Fund's policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the deliveries Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of securities its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or other instruments conditioned and payments of cash may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such ordersforegoing, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firmsmay disclose such information as required by applicable law, taking account regulation or upon request by a regulator or auditor of all factors it deems relevant, including by way of illustration: priceAdviser; the size Consistent with Section 28(e) of the transaction; Securities Exchange Act of 1934, as amended (the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement"1934 Act"), the Adviser shall not be deemed may allocate brokerage on behalf of the Fund to have acted unlawfully one or more broker-dealers who provide research services. Subject to have breached any dutycompliance with Section 28(e), created by this Agreement or otherwise, solely by reason of its having caused a the Adviser may cause the Fund to pay to any broker-dealer that provides research services a broker or commission that exceeds the commission the Fund might have paid to a different broker-dealer an amount of commission for effecting a securities the same transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund and to other clients of as the Adviser may believe appropriate or as to which the Adviser exercises Board reasonably may request. In making purchases and sales of securities and other investment discretion. Subject to seeking assets for the best price and execution as described above, and in accordance with applicable rules and regulationsFund, the Adviser also is authorized shall comply with the directions and policies set from time to consider sales time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of shares of each Fund or of 1986, as amended, and other funds or accounts of the Adviser as a factor in the selection of brokers and dealersapplicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may determinebe incurred on the Trust's behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser's performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, provided where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that such sub-investment advisory agreements are reasonably designed to prevent, detect and correct violations of the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have been approved the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser will keep the Board and the Trust's chief compliance officer ("CCO") informed of the individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser shall cooperate fully with the CCO in the execution of the CCO's responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable provisions law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Company Act of 1940 and any rules, regulations or orders Adviser shall be the property of the Securities Trust. The Trust, or its representatives, shall have access to such books and Exchange Commission thereunderrecords at all times during the Adviser's normal business hours. Subject Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the provisions Trust or its representatives. (g) The Adviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of Article 6the accountants' duties. (h) The Adviser will provide the Trust and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets and liabilities as the Trust or the Fund's custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust's Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be liable deemed to be the pricing agent for any error the Fund. (i) In the performance of judgment or mistake its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Fund's investments and (iii) comply with the provisions of law by any sub-adviser or for any loss arising out the Trust's Declaration of any Trust and Bylaws, as amended from time to time, and the applicable tax and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment made by any sub-adviser or for any act or omission in policies of the execution Fund and management to consult with regarding the investment affairs of a Fund by any sub-adviserthe Fund.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's ’s Amended and Restated Declaration of Trust, dated January 1, 2002as amended through the date hereof, and By-Laws, each as amended from time to time (respectively, the "“Declaration" ” and the "“By-Laws"”), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's ’s then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's ’s portfolio securities in accordance with the Adviser's ’s policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's ’s account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's ’s overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each such purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund's portfolio holdings in accordance with the Fund's policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the deliveries Trust maintained by the Adviser, and will not use such records and information for any purpose other than performance of securities its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or other instruments conditioned and payments of cash may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such ordersforegoing, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firmsmay disclose such information as required by applicable law, taking account regulation or upon request by a regulator or auditor of all factors it deems relevant, including by way of illustration: priceAdviser; the size Consistent with Section 28(e) of the transaction; Securities Exchange Act of 1934, as amended (the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement"1934 Act"), the Adviser shall not be deemed may allocate brokerage on behalf of the Fund to have acted unlawfully one or more broker-dealers who provide research services. Subject to have breached any dutycompliance with Section 28(e), created by this Agreement or otherwise, solely by reason of its having caused a the Adviser may cause the Fund to pay to any broker-dealer that provides research services a broker or commission that exceeds the commission the Fund might have paid to a different broker-dealer an amount of commission for effecting a securities the same transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund and to other clients of as the Adviser may believe appropriate or as to which the Adviser exercises Board reasonably may request. In making purchases and sales of securities and other investment discretion. Subject to seeking assets for the best price and execution as described above, and in accordance with applicable rules and regulationsFund, the Adviser also is authorized shall comply with the directions and policies set from time to consider sales time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of shares of each Fund or of 1986, as amended, and other funds or accounts of the Adviser as a factor in the selection of brokers and dealersapplicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may determinebe incurred on the Trust's behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser's performance of this Agreement. The Adviser will notify the Trust as soon as reasonably practicable and, provided where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser. (e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that such sub-investment advisory agreements are reasonably designed to prevent, detect and correct violations of the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have been approved the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser will keep the Board and the Trust's chief compliance officer ("CCO") informed of the individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser shall cooperate fully with the CCO in the execution of the CCO's responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics. (f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable provisions law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Company Act of 1940 and any rules, regulations or orders Adviser shall be the property of the Securities Trust. The Trust, or its representatives, shall have access to such books and Exchange Commission thereunderrecords at all times during the Adviser's normal business hours. Subject Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the provisions Trust or its representatives. (g) The Adviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of Article 6the accountants' duties. (h) The Adviser will provide the Trust and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets and liabilities as the Trust or the Fund's custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust's Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be liable deemed to be the pricing agent for any error the Fund. (i) In the performance of judgment or mistake its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Fund's investments and (iii) comply with the provisions of law by any sub-adviser or for any loss arising out the Trust's Declaration of any Trust and Bylaws, as amended from time to time, and the applicable tax and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment made by any sub-adviser or for any act or omission in policies of the execution Fund and management to consult with regarding the investment affairs of a Fund by any sub-adviserthe Fund.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter Trustees of the Trust may from time to time consider necessary for the proper supervision of its the Fund's assets. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust of the Trust, dated January 1February 15, 20021985, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fundthe Trust's then-current Prospectus and Statement of Additional Information. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund the best overall placing of such orders, the Adviser is directed to seek for the Fund execution at the most reasonable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers advisors with such terms and conditions as the Adviser may determine, determine provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions by a majority of the Investment Company Act of 1940 and any rules, regulations or orders Trustees of the Securities Trust who are not "interested persons" of the Trust, or the Adviser or the Sub-Adviser and Exchange Commission thereunderby "vote of a majority of the outstanding voting securities" of the Fund. Subject to the provisions of Article 65, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser advisor or for any loss arising out of any investment made by any sub-adviser advisor or for any act or omission in the execution and management of a the Fund by any sub-adviseradvisor.

Duties of the Adviser. (a) The Adviser shall provide each the Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision management of its assetsfunds. The Adviser shall act as investment adviser Adviser to each the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each the Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated its Declaration of Trust, dated January 1November 7, 20021984, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), and to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information1940. The Adviser shall also shall exercise make recommendations as to the manner in which voting rights, rights to consent to corporate actions action and any other rights pertaining to a the Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to timeshall be exercised. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be has been revoked. (b) . The Adviser shall take, on behalf of each the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each the Fund's account with brokers or dealers selected by it, and to that end, end the Adviser is authorized as the agent of each the Fund to give instructions to the Custodian of each the Fund as to the deliveries of securities or other instruments and payments of cash for the account of each the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each the Fund execution at the best overall most favorable price and execution available from by responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactionsfirms at reasonably competitive commission rates. In fulfilling this requirement, requirement the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises exercised investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund with one or more investment advisers with such terms and conditions as the Adviser may determine, provided that such sub-investment advisory agreements have been approved in accordance with applicable provisions of the Investment Company Act of 1940 and any rules, regulations or orders of the Securities and Exchange Commission thereunder. Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.

Duties of the Adviser. (a) The Adviser shall provide each Fund with such investment advice and supervision as the latter may from time to time consider necessary for the proper supervision of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated January 1June 29, 20022005, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized as the agent of each Fund to give instructions to the Custodian of each Fund as to the deliveries of securities or other instruments and payments of cash for the account of each Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. In fulfilling this requirement, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the best price and execution as described above, and in accordance with applicable rules and regulations, the Adviser also is authorized to consider sales of shares of each Fund or of other funds or accounts of the Adviser as a factor in the selection of brokers and dealers. (c) The Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Adviser may from time to time enter into sub-investment advisory agreements with respect to a Fund will, at its own expense, select and contract with one or more investment advisers with such terms ("Sub-Advisers") to manage the investment operations and conditions as composition of each Fund and render investment advice for each Fund, including the Adviser may determinepurchase, provided that such subretention, and disposition of the investments, securities and cash contained in each Fund, subject always to the restrictions of the Trust's Declaration and the By-investment advisory agreements have been approved in accordance with applicable Laws, to the provisions of the Investment Company Act of 1940 and the Rules, Regulations and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information; provided, that any rulescontract with an Sub-Adviser (a "Sub-Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act of 1940 and the Rules, regulations Regulations and orders thereunder or orders of in accordance with exemptive relief granted by the Securities and Exchange Commission thereunder("SEC") under the Investment Company Act of 1940. (d) Subject always to the direction and control of the Trustees of the Trust, Adviser will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Sub-Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; (iv) full discretion to terminate and replace any Sub-Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Sub-Adviser. In connection with Adviser's responsibilities herein, Adviser will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Sub-Advisers from time to time, as Adviser deems appropriate, to implement each Fund's investment policies determined as provided above. In addition, Adviser (in conjunction with the Fund's Independent Chief Compliance Officer) will oversee (or, in the event that the Adviser does not require a Sub-Advisor to assume responsibility therefore under the Sub-Advisory Agreement, shall be responsible for) compliance of each Sub-Adviser with the investment objectives, policies and restrictions of any Fund (or portions of any Fund) under the management of such Sub-Adviser, and review and report to the Trustees of the Trust on the performance of each Sub-Adviser. Adviser will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. Further, Adviser (in conjunction with the Fund's Independent Chief Compliance Officer) will oversee compliance of each Sub-Adviser with the compliance program of any Fund (or portions of any Fund) under the management of such Sub-Adviser, as well as the compliance program of the Sub-Adviser as such program relates to the Sub-Adviser's management of the Fund. On Adviser's own initiative, Adviser will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Adviser agrees to furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Adviser agrees to cause the appropriate Sub-Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data as may be appropriate. (e) Subject to the provisions of Article 6, the Adviser shall not be liable for any error of judgment or mistake of law by any subSub-adviser or for any loss arising out of any investment made by any subSub-adviser or for any act or omission in the execution and management of a Fund by any subSub-adviser.

Duties of the Adviser. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 10 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust: (a) The Adviser shall provide each will make decisions with respect to all purchases and sales of securities and other investment assets on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such investment advice decisions, the Adviser is hereby authorized, as agent and supervision as the latter may from time to time consider necessary attorney-in-fact for the proper supervision Trust, for the account of, at the risk of its assets. The Adviser shall act as investment adviser to each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities or other instruments shall be purchased, sold or exchanged and what portion of in the assets of each Fund shall be held uninvested, subject always to the restrictions name of the Trust's Amended and Restated Declaration of Trust, dated January 1, 2002, and By-Laws, each as amended from time to time (respectively, the "Declaration" and the "By-Laws"), to the provisions place orders and issue instructions with respect to those transactions of the Investment Company Act of 1940 Fund. In all purchases, sales and the Rules, Regulations other transactions in securities and orders thereunder and to a Fund's then-current Prospectus and Statement of Additional Information. The Adviser also shall exercise voting rights, rights to consent to corporate actions and any other rights pertaining to a Fund's portfolio securities in accordance with the Adviser's policies and procedures as presented to the Trustees of the Trust from time to time. Should the Trustees at any time, however, make any definite determination as to the investment policy and notify the Adviser thereof in writing, the Adviser shall be bound by such determination investments for the period, if any, specified in such notice or until similarly notified that such determination shall be revoked. (b) The Adviser shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities or other instruments for each Fund's account with brokers or dealers selected by it, and to that end, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the agent of each Fund Trust might or could do with respect to give instructions such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the Custodian furtherance or conduct of each Fund as to the deliveries of securities such purchases, sales or other instruments and payments transactions, including voting of cash for proxies with respect to securities owned by the account of each Fund, subject to such proxy voting policies as approved by the Board. In connection The Adviser shall keep confidential the Fund's holdings in accordance with the selection Fund's policy concerning the disclosure of such brokers or dealers holdings. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the placing of such ordersapplicable regulations and interpretations, the Adviser is directed to seek for each Fund the best overall price and execution available from responsible may allocate brokerage firms, taking account of all factors it deems relevant, including by way of illustration: price; the size on behalf of the transaction; the nature of the market for the security; the amount of the commission; the timing and impact of the transaction taking into account market prices and trends; the reputation, experience and financial stability of the broker or Fund to a broker-dealer involved; and the quality of services rendered by the broker or dealer in other transactionswho provide research services. In fulfilling this requirementSubject to compliance with Section 28(e), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused a may cause Fund to pay to broker-dealer who provides research services a broker or commission that exceeds the commission the Fund might have paid to a different broker-dealer an amount of commission for effecting a securities the same transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determined determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund and to other clients of as the Adviser may believe appropriate or as to which the Adviser exercises Board reasonably may request. In making purchases and sales of securities and other investment discretion. Subject to seeking assets for the best price and execution as described above, and in accordance with applicable rules and regulationsFund, the Adviser also is authorized shall comply with the directions and policies set from time to consider sales time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of shares of each Fund or of 1986, as amended, and other funds or accounts of the Adviser as a factor in the selection of brokers and dealersapplicable laws. (c) The Adviser may will from time to time enter into sub-investment advisory agreements with respect to a Fund with one employ or more investment advisers associate with such terms and conditions persons as the Adviser may determine, provided that such sub-investment advisory agreements have been approved believes to be particularly fitted to assist in accordance with applicable provisions the execution of the Investment Company Act Adviser's duties hereunder, the cost of 1940 performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust's behalf in any such respect. (d) The Adviser will report to the Board all matters related to the Adviser that are material to Adviser's performance of this Agreement. The Adviser will notify the Trust as soon as reaonalby practicable, and where possible, in advance of any change of control of the Adviser and any rules, regulations changes in the key personnel who are either the portfolio manager(s) of a Fund or orders senior management of the Securities Adviser. (e) The Adviser will maintain policies and Exchange Commission thereunder. Subject procedures relating to the provisions services it provides to the Trust that are reasonable designed to prevent violations of Article 6the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser also shall provide, upon reasonable request, the Trust's chief compliance officer with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall not permit the Trust or its representatives to examine the reports required to be liable for any error made to the Adviser under the Code. (f) The Adviser will maintain records relating to its portfolio transactions and placing and allocation of judgment or mistake of law brokerage orders as are required to be maintained by any sub-adviser or for any loss arising out of any investment made by any sub-adviser or for any act or omission in the execution and management of a Fund by any sub-adviser.Trust under the 1940