Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Adviser may allocate brokerage on behalf of the Fund to broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause a 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. 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Fund, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions set from time to time by the Adviser that would impact disclosure in Board as well as the Trust's limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreementthe Fund. The Adviser shall immediately notify also comply with the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf Procedures provided that the Adviser has adequate notice of the Funds or the TrustProcedures. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(s) of a 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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect 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 Fund's assets as the custodian and fund accountant may reasonably require. In accordance with the Procedures, the Adviser is responsible for assisting in the fair valuation of all Fund assets using 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 a Fund's 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 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during in which the a 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's ’s Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's ’s authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, Trust employs the Adviser shall make all decisions with respect to manage the investment and reinvestment of the assets, to hire (subject to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 place orders determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust’s administrator (the “Administrator”) and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Adviser is authorized to exercise full discretion and act for the Trust in with records concerning the same manner and with the same force and effect as Adviser’s activities which the Trust 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 maintain, and to render regular reports to the Administrator and to the Trust’s officers and Trustees concerning the Adviser’s discharge of this Agreementthe foregoing responsibilities. The Adviser shall immediately notify the Trust retention of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or a sub-contract the services to certain persons as adviser by the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder under this Agreement. The Trust hereby constitutes and provided further that appoints the Adviser shall not have as the authority Trust’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-contract advisory responsibilities without advisers), in the consent 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 Trust. The cost of performance of such duties will be borne and paid by Portfolios as in the Adviser. No obligation may be imposed on ’s judgment are necessary or desirable for the Trust in any Adviser to implement the investment policies of the Portfolios by purchasing, selling and redeeming its assets and placing orders for such respectpurchases and sales. The Adviser shall supervise discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and monitor in compliance with the activities of its representativesProspectus (as defined below), personnelsuch policies as the Trustees may from time to time establish, sub-contractorsthe objectives, policies, and agents in connection with limitations for the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with Portfolios as established by the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request Trustees of the Trust, copies and applicable laws and regulations. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of any such books securities, commodities, and records shall be provided promptly by the Adviser to the Trust other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust In making purchases and sales of (i) any changes regarding securities for a Fund, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records for each Fund relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 Fundseach Fund. In all purchases, sales and other transactions in securities and other investments for the Fundseach 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 Trust 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. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser may allocate brokerage on behalf of each Fund to broker-dealers who provide research services. 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 will be allocated as to price and amount among all such accounts in a manner the Adviser believes to be equitable over time to each account. (b) The Adviser will report to the Board at each regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a each Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds investments of each Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust In making purchases and sales of (i) any changes regarding securities and other investment assets for each Fund, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Fund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(s) of a 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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each 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 each Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning each Fund's 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 a Fund's 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 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during in which the a 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' 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 the Fund may invest. The Adviser will make decisions with respect to all purchases and sales of securities and other investment assets in the Fund. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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 and Exchange Act of 1934, as amended, the Adviser may allocate brokerage on behalf of the Fund to broker-dealers who provide research services. 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Fund, the Subadviser, as applicable, and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Fund, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’ duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board 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 portfolio its Fund transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to a make all necessary information available to the 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 Fund’s 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 Fund’s 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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 Fund (collectively, the "Services"): (1) accounting services and functions, including costs and expenses of any independent public accountants; (2) non-litigation related legal, including the expenses of maintaining registration and qualification of the Trust and the Fund 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 responsible for any of the following: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or 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 counsel, in connection with litigation by or against the Trust or the Fund(s); (5) any non-interested Trustee fee(s); (6) Chief Compliance Officer and compliance related services for the Trust or Fund; and (7) any other extraordinary expense of the Trust or Fund. (l) Adviser assume and shall pay for maintaining the staff, personnel, space, equipment and facilities necessary to perform its obligations under this Agreement.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' 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 the Fund may invest. The Adviser will make decisions with respect to all purchases and sales of securities and other investment assets in the Fund. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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 and Exchange Act of 1934, as amended, the Adviser may allocate brokerage on behalf of the Fund to broker-dealers who provide research services. 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Fund, the Subadviser, as applicable, and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Fund, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’ duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board 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 portfolio its Fund transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to a make all necessary information available to the 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 Fund’s 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 Fund’s 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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 Services shall not include and Adviser will not be responsible for any of the following: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or 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 counsel, in connection with litigation by or against the Trust or the Fund(s); (5) any non-interested Trustee fee(s); (6) Chief Compliance Officer and compliance related services for the Trust or Fund; and (7) any other extraordinary expense of the Trust or Fund. (k) Adviser assume and shall pay for maintaining the staff, personnel, space, equipment and facilities necessary to perform its obligations under this Agreement.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for the Funds, the Adviser will follow and comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Funds. (d) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly qualified to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. . (e) The Adviser shall supervise and either monitor the activities performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Funds or select an introducing broker who shall, as part of its representativestransaction charges, personnel, sub-contractors, and agents in connection monitor such performance. Such persons may be affiliated with the execution of its duties and obligations hereunder. The appropriate personnel Adviser, any investment subadviser or other affiliates of the Adviser will be made available Trust to consult with the Board at reasonable times and upon reasonable notice concerning extent permitted by the business of the TrustAct. (df) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust Trust, which are in possession of the Adviser Adviser, shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' ’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's ’s Registration Statement, or (ii) any material violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will may from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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 and 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund's independent public accountants and shall take reasonable action to a Fundmake all necessary information available to those 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 duly 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Adviser may allocate brokerage on behalf of the Fund to broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause a 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. 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Fund, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions set from time to time by the Adviser that would impact disclosure in Board as well as the Trust's limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreementthe Fund. The Adviser shall immediately notify also comply with the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf Procedures provided that the Adviser has adequate notice of the Funds or the TrustProcedures. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(s) of a 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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's authorized its representatives. (ef) With respect 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 Fund’s assets as the custodian and fund accountant may reasonably require. In accordance with the Procedures, the Adviser is responsible for assisting in the fair valuation of all Fund assets using 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 a Fund’s 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 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during in which the a 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' 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 may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the [Corporation/Trust], for the account of, at the risk of and in the name of the [Corporation/Trust], to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Adviser is authorized to exercise full discretion and act for the Trust [Corporation/Trust] in the same manner and with the same force and effect as the Trust [Corporation/Trust] 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the [Corporation/Trust], each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust [Corporation/Trust] of (i) any changes regarding the Adviser that would impact disclosure in the [Corporation/Trust]'s Registration Statement, or (ii) any material violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust [Corporation/Trust] of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the [Corporation/Trust]. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the [Corporation/Trust]. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust [Corporation/Trust] in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the [Corporation/Trust]. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust [Corporation/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 Trust [Corporation/Trust] pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the [Corporation/Trust], including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust [Corporation/Trust] which are in possession of the Adviser shall be the property of the [Corporation/Trust]. The [Corporation/Trust], or the [Corporation/Trust]'s authorized 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 [Corporation/Trust], copies of any such books and records shall be provided promptly by the Adviser to the Trust [Corporation/Trust] or the [Corporation/Trust]'s authorized representatives. (e) With respect to a FundThe Adviser shall (i) provide for use by the [Corporation/Trust], at the Adviser's expense, office space and all necessary office facilities, equipment and personnel for servicing the investments of each Portfolio, (ii) pay the salaries and fees of all officers and directors of the [Corporation/Trust] who are "interested persons" of the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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) as such term is defined under the 1940 Act, and (iii) pay for all clerical services relating to research, statistical, and investment work.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolios. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a FundPortfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund the Portfolio maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust In making purchases and sales of (i) any changes regarding securities for a Portfolio, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records for each Portfolio relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws and Registration StatementStatement under the Act and the Securities Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Fund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, including any obligation to reimburse Fund expenses pursuant to Section 4 hereof, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Portfolio. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolios' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios' maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolios, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other thingson behalf of each Fund consistent with a Fund’s investment objectives, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 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, including voting of proxies with respect to securities owned by the Fund. Consistent with Section 28(e) of the Securities and 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds’ holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) 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 shall will notify the Trust 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, in each case prior to or promptly after such change. (e) The Adviser will maintain records relating to its portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund’s independent public accountants and shall take reasonable action to a Fundmake all necessary information available to those 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 duly 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust In making purchases and sales of (i) any changes regarding securities for a Fund, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Declaration of Trust and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records for each Fund relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 Fundseach Fund. In all purchases, sales and other transactions in securities and other investments for the Fundseach 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 Trust 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, including voting of proxies with respect to securities owned by each Fund. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Adviser may allocate brokerage on behalf of each Fund to broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause a 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. 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in each Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a each Fund maintains maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds investments of each Fund as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for each Fund, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions set from time to time by the Adviser that would impact disclosure in Board as well as the Trust's limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreementeach Fund. The Adviser shall immediately notify also comply with the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf Procedures provided that the Adviser has adequate notice of the Funds or the TrustProcedures. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(s) of a 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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each 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 each Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning each Fund's assets as the custodian and fund accountant may reasonably require. In accordance with the Procedures, the Adviser is responsible for assisting in the fair valuation of all Fund assets using 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 a Fund's 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 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during in which the a 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolios. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a FundPortfolio’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities for a Portfolio, the Adviser shall promptly notify will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust of (i) any changes regarding Instrument, Bylaws, Registration Statement under the Adviser that would impact disclosure Act and the Securities Act, the limitations in the Trust's Registration StatementAct and in the Internal Revenue Code of 1986, or (ii) any violation as amended in respect of any requirementregulated investment companies and the investment objectives, provision, policy or restriction that the Adviser is required to comply with under Section 6 policies and restrictions of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Portfolio. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio Portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in the possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's ’s authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation and related liabilities on behalf of the Funds' investments in various securities or other assetsFund consistent with the Fund’s investment objectives, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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, 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. 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 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund, as determined by Adviser in its reasonable judgment, since the prior report, and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Fund, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions and policies set from time to time by the Adviser that would impact disclosure in Board as well as the limitations imposed by the Trust's ’s or the Fund’s policies and procedures, the Registration Statement, or (ii) any violation the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trustand other applicable laws. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all matters related to the Adviser that is 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 adopt and implement 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 laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who, in Adviser’s good faith belief, have 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 written request, the CCO with periodic reports regarding its compliance with the federal securities laws as relevant to Fund operations, and shall promptly provide special reports in the event of any material violation of the federal securities laws, as determined by that Adviser in its reasonable judgment, that are relevant to Fund operations. The Adviser shall also provide, upon reasonable written request, the CCO with special reports regarding compliance with the federal securities laws as relevant to the Fund. Upon the written request of the Trust and the allowance for a reasonable period of time, 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 the placing and allocation of brokerage orders 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 the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Serviceapplicable law. The Adviser agrees that the books and records pertaining to the Trust which 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’s normal business hourshours upon written notice being provided to Adviser a reasonable time period before such grant of access. 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. Notwithstanding the Trust's authorized representativesforegoing, Adviser is allowed to maintain a copy of the above referenced books and records as its own property, and Trust hereby consents to Adviser’s ownership of such duplicate books and records. (eg) With respect The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to a make all necessary information available to those accountants for the performance of the 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 have no not be deemed to be the pricing agent for the Fund. (i) In the performance of its duties or obligations pursuant under this Agreement the Adviser will (i) satisfy its fiduciary duties to this Agreementthe Trust, during any period during which (ii) monitor the Fund’s investments and (iii) comply with the provisions of the Trust’s Declaration of 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 policies of the Fund invests all (or substantially all) and to consult with regarding the investment affairs 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 ActFund.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustCorporation, for the account of, at the risk of and in the name of the TrustCorporation, 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 Corporation in the same manner and with the same force and effect as the Trust Corporation 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 and 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the TrustCorporation, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Corporation's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. On an annual basis, the Adviser shall report on its compliance with its Code to the Board and upon the written request of the Corporation, the Adviser shall permit the Corporation, or its representatives to examine the reports required to be made to the Adviser under the Code. The Adviser will notify the Corporation 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, in each case prior to or promptly after such change. (e) The Adviser will maintain records relating to its portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust Corporation 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 Trust Adviser or the Corporation pursuant to applicable law. To the rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust Corporation which are in possession of the Adviser shall be the property of the TrustCorporation. The TrustCorporation, or the Trust's authorized 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 TrustCorporation, copies of any such books and records shall be provided promptly by the Adviser to the Trust Corporation or the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund's independent public accountants and shall take reasonable action to a Fundmake 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 a 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 Directors or officers of the Corporation to serve in the capacities in which they are elected. (i) The Adviser shall have no duties or obligations pursuant to this Agreement, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify . (c) In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, and otherwise performing its duties hereunder, the Adviser that would impact disclosure in will comply with the Act and the rules and regulations thereunder, all other applicable Federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration StatementStatement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or (iisales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act, the exercise of Quadra's fiduciary duties under its Investment Advisory agreement with the Trust, and any violation of any requirementother applicable law, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it Quadra may allocate brokerage on behalf of the Funds or Trust to broker-dealers who provide research services and may cause the TrustFund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers. (cd) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (de) The Adviser shall maintain records relating to portfolio Fund transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 ActAct and the rules and regulations thereunder. 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 Trust pursuant to the Act and the rules and regulations thereunder, the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (ef) With respect to a Fund, the The Adviser shall have no duties or obligations pursuant provide the Funds' custodian and fund accountant on each business day with information relating to this Agreement, during all transactions concerning the Funds' assets. (g) The Adviser shall authorize and permit any period during which the Fund invests all (or substantially all) of its investment assets Trustees, officers and employees who may be elected as Trustees or officers of the Trust to serve in a registered, open-end management investment company, or separate series thereof, the capacities in accordance with Section 12(d)(1)(E) under the 1940 Actwhich they are elected.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other thingson behalf of each Fund consistent with a Fund's investment objectives, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 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, including voting of proxies with respect to securities owned by the Fund. Consistent with Section 28(e) of the Securities and 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) 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 shall will notify the Trust 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, in each case prior to or promptly after such change. (e) The Adviser will maintain records relating to its portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund's independent public accountants and shall take reasonable action to a Fundmake all necessary information available to those 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 duly 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. 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 FundsFund. In all purchases, sales and other transactions in securities for the FundsFund, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Fund, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws and Registration StatementStatement under the Act and the Securities Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended in respect of regulated investment companies and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission SEC and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the The Adviser shall have no duties or obligations pursuant to this Agreement, including any obligation to reimburse Fund expenses pursuant to Section 4 hereof, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws and Registration StatementStatement under the Act and the Securities Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended in respect of regulated investment companies and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the The Adviser shall have no duties or obligations pursuant to this Agreement, including any obligation to reimburse Fund expenses pursuant to Section 4 hereof, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure in will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By -Laws (if any) and Registration StatementStatement under the 1940 Act and the Securities Act, or (ii) any violation the limitations in the 1940 Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required applicable to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust and the investment objectives, policies and restrictions of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Fund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation and related liabilities on behalf of the Funds' investments in various securities or other assetsFund consistent with the Fund's investment objectives, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 FundsFund. In all purchases, sales and other transactions in securities and other investments for the FundsFund, 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 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, 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. 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 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds Fund, as determined by Adviser in its reasonable judgment, since the prior report, and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Fund, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions and policies set from time to time by the Adviser that would impact disclosure in Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, or (ii) any violation the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trustand other applicable laws. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all matters related to the Adviser that is 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 adopt and implement 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 laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who, in Adviser's good faith belief, have 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 written request, the CCO with periodic reports regarding its compliance with the federal securities laws as relevant to Fund operations, and shall promptly provide special reports in the event of any material violation of the federal securities laws, as determined by that Adviser in its reasonable judgment, that are relevant to Fund operations. The Adviser shall also provide, upon reasonable written request, the CCO with special reports regarding compliance with the federal securities laws as relevant to the Fund. Upon the written request of the Trust and the allowance for a reasonable period of time, 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 the placing and allocation of brokerage orders 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 the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Serviceapplicable law. The Adviser agrees that the books and records pertaining to the Trust which 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's normal business hourshours upon written notice being provided to Adviser a reasonable time period before such grant of access. 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. Notwithstanding the foregoing, Adviser is allowed to maintain a copy of the above referenced books and records as its own property, and Trust hereby consents to Adviser's ownership of such duplicate books and records. (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 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 authorized representativesPortfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be deemed to be the pricing agent for the Fund. (ei) With respect to a Fund, In the performance of its duties under this Agreement the Adviser shall have no will (i) satisfy its fiduciary duties or obligations pursuant to this Agreementthe Trust, during any period during which (ii) monitor the Fund's investments and (iii) comply with the provisions of the Trust's Declaration of 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 policies of the Fund invests all (or substantially all) and to consult with regarding the investment affairs 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 ActFund.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolios. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a FundPortfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund the Portfolio maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust In making purchases and sales of (i) any changes regarding securities for a Portfolio, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records for each Portfolio relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Portfolio. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolios' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for the Portfolios, the Adviser will follow and comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Portfolios. (d) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly qualified to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. . (e) The Adviser shall supervise and either monitor the activities performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Portfolios or select an introducing broker who shall, as part of its representativestransaction charges, personnel, sub-contractors, and agents in connection monitor such performance. Such persons may be affiliated with the execution of its duties and obligations hereunder. The appropriate personnel Adviser, any investment subadviser or other affiliates of the Adviser will be made available Trust to consult with the Board at reasonable times and upon reasonable notice concerning extent permitted by the business of the TrustAct. (df) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolios. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by included in a FundPortfolio’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities for a Portfolio, the Adviser shall promptly notify will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust of (i) any changes regarding Instrument, Bylaws, Registration Statement under the Adviser that would impact disclosure Act and the Securities Act, the limitations in the Trust's Registration StatementAct and in the Internal Revenue Code of 1986, or (ii) any violation as amended in respect of any requirementregulated investment companies and the investment objectives, provision, policy or restriction that the Adviser is required to comply with under Section 6 policies and restrictions of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Portfolio. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio Portfolio transactions and the 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 Investment Advisory Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in the possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's ’s authorized representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's ’s authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Adviser is hereby authorizedauthorized , 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure in will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws (if any) and Registration StatementStatement under the 1940 Act and the Securities Act, or (ii) any violation the limitations in the 1940 Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required applicable to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust and the investment objectives, policies and restrictions of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Fund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolio. 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 FundsPortfolio. In all purchases, sales and other transactions in securities for the FundsPortfolio, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolio and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund the Portfolio maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolio as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolio, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolio. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records for the Portfolio relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the FundsPortfolios. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' Portfolios’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund the Portfolios may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustFund, for the account of, at the risk of and in the name of the TrustPortfolios, to place orders and issue instructions with respect to those transactions of the FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, the Adviser is authorized to exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all material changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the TrustFund, each Fund the Portfolios 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, whether concerning the individual companies whose securities are held by a Fundthe Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolios, the Adviser that would impact disclosure will comply with the policies set from time to time by the Board as well as the limitations imposed by the Fund’s Articles of Incorporation, By-Laws and Registration Statement under the 1940 Act and the Securities Act, the limitations in the Trust's Registration Statement1940 Act and in the Internal Revenue Code of 1986, or (ii) any violation of any requirementas amended, provisionapplicable to the Fund and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder hereunder; and provided further that the Adviser shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the TrustFund. The cost of performance of such duties will shall be borne and paid by the Adviser. No obligation may be imposed on the Trust Fund in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust 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 Trust Fund pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the TrustFund, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which Fund that are in the possession of the Adviser shall be the property of the TrustFund. The TrustFund, or the Trust's Fund’s authorized representatives, shall have access to such books and records at all times during the Adviser's ’s normal business hours. Upon the reasonable request of the TrustFund, copies of any such books and records shall be provided promptly by the Adviser to the Trust Fund or the Trust's Fund’s authorized representatives. (e) With respect The Adviser will also provide supervisory personnel who will be responsible for supervising and monitoring the performance of the Administrator in connection with its duties under the Master Services Agreement and for supervising the performance of other administrative services, accounting and related services, net asset value and yield calculations, reports to a and filings with regulatory authorities, and services relating to such functions. Such personnel may be employees of the Adviser or employees of affiliates of the Adviser or of other organizations. The Fund has retained, at the Fund’s expense, an Administrator to perform the operational components of the functions and services listed herein. (f) The Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. In addition, the Adviser shall have no duties be responsible for compensation of officers or obligations pursuant to this Agreement, during any period during which employees of the Fund invests all (who are also officers or substantially all) employees 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 ActAdviser.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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, including voting proxies with respect to securities owned by the Fund. Consistent with Section 28(e) of the Securities 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund's independent public accountants and shall take reasonable action to a Fundmake all necessary information available to those 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 duly 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds' maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws, Registration StatementStatement under the Act and the Securities Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended in respect of regulated investment companies and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for and related liabilities on behalf of the Funds consistent with the Funds. Among other things’ investment objectives, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 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, including voting of proxies with respect to securities owned by the Funds, 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. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Funds to a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause Funds to pay to broker-dealer who provides research services a commission that exceeds the commission the Funds 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 Funds or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of 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 Funds 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Funds, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions and policies set from time to time by the Adviser that would impact disclosure in Board as well as the limitations imposed by the Trust's ’s or the Fund’s policies and procedures, the Registration Statement, or (ii) any violation the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trustand other applicable laws. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (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 changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (e) The Adviser will 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 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 permit the Trust or its representatives to 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 the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.0000

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolio. 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 FundsPortfolio. In all purchases, sales and other transactions in securities for the FundsPortfolio, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolio and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolio’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolio’s maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolio as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolio, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trusts Declaration of Trust, Bylaws, Registration Statement under the Act and the Securities Act, the limitations in the Trust's Registration StatementAct and in the Internal Revenue Code of 1986, or (ii) any violation as amended in respect of any requirementregulated investment companies and the investment objectives, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolio. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio Portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust which are in mi possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's Trusts authorized representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's ’s authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make provide investment advisory services, including but not limited to, making decisions with respect to all purchases and sales of securities and other investment assets for the FundsPortfolios. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' Portfolios’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund the Portfolios may invest. To carry out such decisionsthe services hereunder, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustFund, for the account of, at the risk of and in the name of the TrustPortfolios, to place orders and issue instructions with respect to those transactions of the FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, the Adviser is authorized to exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund 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 performance of its duties and obligations under this Agreement including, but not limited to, executing on behalf of the Portfolios and the Fund such agreements and other documentation in connection with such purchases, sales or other transactions. The Fund acknowledges that the Fund and the Portfolios will be bound by such trading accounts established, and agreements and other documents executed. (b) The Adviser will report to the Board at each regular meeting thereof regarding all material changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the TrustFund, each Fund the Portfolios 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, whether concerning the individual companies whose securities are held by a Fundthe Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder hereunder; and provided further that the Adviser shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the TrustFund. The cost of performance of such duties will shall be borne and paid by the Adviser. No obligation may be imposed on the Trust Fund in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and pay its own expenses in connection with the placing and allocation of brokerage orders as are required services 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations it pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investPortfolio. 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 FundsPortfolio. In all purchases, sales and other transactions in securities for the FundsPortfolio, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolio and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolio's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolio as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolio, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Certificate of Trust, Trust Instrument, Bylaws, Registration StatementStatement under the Act and the Securities Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended in respect of regulated investment companies and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolio. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio Portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Securities and Exchange Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Portfolio. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolios' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios' maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for the Portfolios, the Adviser will follow and comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Portfolios. (d) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly qualified to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. . (e) The Adviser shall supervise and either monitor the activities performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Portfolios or select an introducing broker who shall, as part of its representativestransaction charges, personnel, sub-contractors, and agents in connection monitor such performance. Such persons may be affiliated with the execution of its duties and obligations hereunder. The appropriate personnel Adviser, any investment subadviser or other affiliates of the Adviser will be made available Trust to consult with the Board at reasonable times and upon reasonable notice concerning extent permitted by the business of the TrustAct. (df) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

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 will make decisions with respect to all purchases and sales of securities and other investment assets for and related liabilities on behalf of the Funds consistent with the Funds. Among other things’ investment objectives, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investpolicies and restrictions. 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 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, including voting of proxies with respect to securities owned by the Funds, 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. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Funds to a broker-dealer who provide research services. Subject to compliance with Section 28(e), the Adviser may cause Funds to pay to broker-dealer who provides research services a commission that exceeds the commission the Funds 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 Funds or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of 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 Funds 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund’s holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Funds, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions and policies set from time to time by the Adviser that would impact disclosure in Board as well as the limitations imposed by the Trust's ’s or the Fund’s policies and procedures, the Registration Statement, or (ii) any violation the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trustand other applicable laws. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust’s behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (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 changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser. (e) The Adviser will 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 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 permit the Trust or its representatives to 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 the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized its representatives, shall have access to such books and records at all times during the Adviser's ’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 the Trust's authorized its representatives. (eg) With respect The Adviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to a make all necessary information available to those accountants for the performance of the accountants’ duties. (h) The Adviser will provide the Funds and the Funds’ custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund’s assets as the Funds 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, the Adviser shall have no duties or obligations pursuant not be deemed to this Agreement, during any period during which be the Fund invests all pricing agent for the Funds. (or substantially alli) In the performance of its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Funds’ investments and (iii) comply with the provisions of the Trust’s Declaration of 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 assets in a registered, open-end management policies of the Funds and to consult with regarding the investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under affairs of the 1940 ActFunds.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' 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 may invest. The Adviser will make decisions with respect to all purchases and sales of securities and other investment 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 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 and 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 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 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 regular meeting thereof regarding as requested by the investment performance of the Funds Board all material changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds, Subadviser and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities and other investment assets for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure will bear in mind the Trust's policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustFunds. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's ' duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board 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 portfolio manager(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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with each Fund's independent public accountants and shall take reasonable action to a Fundmake 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during 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 Portfolio 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 Investment Advisory 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 responsible for any of the following: (1) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Trust or 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 counsel, in connection with litigation by or against the Trust or the Fund(s); (5) any non-interested Trustee fee(s); and (6) any other extraordinary expense of the Trust or Fund(s). (l) Adviser assume and shall pay for maintaining the staff, personnel, space, equipment and facilities necessary to perform its obligations under this Agreement.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the [Corporation/Trust], for the account of, at the risk of and in the name of the [Corporation/Trust], to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, the Adviser is authorized to exercise full discretion and act for the Trust [Corporation/Trust] in the same manner and with the same force and effect as the Trust [Corporation/Trust] 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the [Corporation/Trust], each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust [Corporation/Trust] of (i) any changes regarding the Adviser that would impact disclosure in the [Corporation/Trust]'s Registration Statement, or (ii) any material violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust [Corporation/Trust] of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the [Corporation/Trust]. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the [Corporation/Trust]. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust [Corporation/Trust] in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the [Corporation/Trust]. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust [Corporation/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 Trust [Corporation/Trust] pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the [Corporation/Trust], including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust [Corporation/Trust] which are in possession of the Adviser shall be the property of the [Corporation/Trust]. The [Corporation/Trust], or the [Corporation/Trust]'s authorized 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 [Corporation/Trust], copies of any such books and records shall be provided promptly by the Adviser to the Trust [Corporation/Trust] or the [Corporation/Trust]'s authorized representatives. (e) With respect to a FundThe Adviser shall (i) provide for use by the [Corporation/Trust], at the Adviser's expense, office space and all necessary office facilities, equipment and personnel for servicing the investments of each Portfolio, (ii) pay the salaries and fees of all officers and directors of the [Corporation/Trust] who are "interested persons" of the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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) as such term is defined under the 1940 Act, and (iii) pay for all clerical services relating to research, statistical, and investment work.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the FundsPortfolios. Among other things, the Adviser shall make all decisions with respect to the allocation of the FundsPortfolios' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund the Portfolios may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustFund, for the account of, at the risk of and in the name of the TrustPortfolios, to place orders and issue instructions with respect to those transactions of the FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, the Adviser is authorized to exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all material changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the TrustFund, each Fund the Portfolios 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, whether concerning the individual companies whose securities are held by a Fundthe Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolios, the Adviser that would impact disclosure will comply with the policies set from time to time by the Board as well as the limitations imposed by the Fund's Articles of Incorporation, By-Laws and Registration Statement under the 1940 Act and the Securities Act, the limitations in the Trust's Registration Statement1940 Act and in the Internal Revenue Code of 1986, or (ii) any violation of any requirementas amended, provisionapplicable to the Fund and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder hereunder; and provided further that the Adviser shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the TrustFund. The cost of performance of such duties will shall be borne and paid by the Adviser. No obligation may be imposed on the Trust Fund in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust 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 Trust Fund pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the TrustFund, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which Fund that are in the possession of the Adviser shall be the property of the TrustFund. The TrustFund, or the TrustFund's authorized 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 TrustFund, copies of any such books and records shall be provided promptly by the Adviser to the Trust Fund or the TrustFund's authorized representatives. (e) With respect The Adviser will also provide supervisory personnel who will be responsible for supervising and monitoring the performance of the Administrator in connection with its duties under the Master Services Agreement and for supervising the performance of other administrative services, accounting and related services, net asset value and yield calculations, reports to a and filings with regulatory authorities, and services relating to such functions. Such personnel may be employees of the Adviser or employees of affiliates of the Adviser or of other organizations. The Fund has retained, at the Fund's expense, an Administrator to perform the operational components of the functions and services listed herein. (f) The Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. In addition, the Adviser shall have no duties be responsible for compensation of officers or obligations pursuant to this Agreement, during any period during which employees of the Fund invests all (who are also officers or substantially all) employees 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 ActAdviser.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. dc-149702 2 The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Portfolio. 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 FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Portfolio since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Portfolios and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Portfolios' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios' maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolios, the Adviser that would impact disclosure will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration StatementStatement under the Act, or (ii) any violation the limitations in the Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that in respect of regulated investment companies and the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunderinvestment objectives, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall will make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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, including voting of proxies with respect to securities owned by the Funds, subject to such proxy voting policies as approved by the Board. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Adviser may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause a Funds to pay to any broker-dealer who provides research services a commission that exceeds the commission the Funds might have paid to a different broker-dealer for the same transaction. The Adviser may aggregate sales and purchase orders of the assets of 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 Funds 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 regular meeting thereof regarding as requested by the investment performance of Board all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in investments of the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The In making purchases and sales of securities and other investment assets for the Funds, the Adviser shall promptly notify comply with the Trust of (i) any changes regarding directions set from time to time by the Adviser that would impact disclosure in Board as well as the Trust's limitations imposed by the Organic Documents and Registration Statement, or (ii) any violation the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that and other applicable laws and the Adviser is required to comply with under Section 6 investment objectives, policies and restrictions of this Agreementthe Funds. The Adviser shall immediately notify also comply with the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf Procedures provided that the Adviser has adequate notice of the Funds or the TrustProcedures. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser will report to the Board all material matters related to the Adviser. 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 portfolio manager(s) of the Funds 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 portfolio transactions and the 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 rules and regulations of any nationalextent required by law, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized its representatives. (ef) With respect The Adviser will cooperate with the Funds' 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 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 the Procedures, the Adviser is responsible for assisting in the fair valuation of all Fund assets using 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 a Fund's 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 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, Agreement (other than the continuation of its preexisting duties and obligations) during any period during in which the a 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the FundsPortfolios. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' Portfolios’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund the Portfolios may invest. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustFund, for the account of, at the risk of and in the name of the TrustPortfolios, to place orders and issue instructions with respect to those transactions of the FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, the Adviser is authorized to exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all material changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the TrustFund, each Fund the Portfolios 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, whether concerning the individual companies whose securities are held by a Fundthe Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Portfolios, the Adviser that would impact disclosure will comply with the policies set from time to time by the Board as well as the limitations imposed by the Fund’s Articles of Incorporation, By-Laws and Registration Statement under the 1940 Act and the Securities Act, the limitations in the Trust's Registration Statement1940 Act and in the Internal Revenue Code of 1986, or (ii) any violation of any requirementas amended, provisionapplicable to the Fund and the investment objectives, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf policies and restrictions of the Funds or the TrustPortfolios. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's ’s duties hereunder; provided, however, that that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder hereunder; and provided further that the Adviser shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the TrustFund. The cost of performance of such duties will shall be borne and paid by the Adviser. No obligation may be imposed on the Trust Fund in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the placing and allocation of brokerage orders as are required to be maintained by the Trust 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 Trust Fund pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the TrustFund, including the Commission and the Internal Revenue Service. The books and records pertaining to the Trust which Fund that are in the possession of the Adviser shall be the property of the TrustFund. The TrustFund, or the Trust's Fund’s authorized representatives, shall have access to such books and records at all times during the Adviser's ’s normal business hours. Upon the reasonable request of the TrustFund, copies of any such books and records shall be provided promptly by the Adviser to the Trust Fund or the Trust's Fund’s authorized representatives. (e) With respect The Adviser will also provide supervisory personnel who will be responsible for supervising and monitoring the performance of the Administrator in connection with its duties under the Master Services Agreement and for supervising the performance of other administrative services, accounting and related services, net asset value and yield calculations, reports to a and filings with regulatory authorities, and services relating to such functions. Such personnel may be employees of the Adviser or employees of affiliates of the Adviser or of other organizations. The Fund has retained, at the Fund’s expense, an Administrator to perform the operational components of the functions and services listed herein. (f) The Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. In addition, the Adviser shall have no duties be responsible for compensation of officers or obligations pursuant to this Agreement, during any period during which employees of the Fund invests all (who are also officers or substantially all) employees 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 ActAdviser.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may invest. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of all material changes in the Funds since the prior report, and will also keep the Board informed of important developments affecting the Trust, each 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, whether concerning the individual companies whose securities are held by a Fund, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify In making purchases and sales of securities for the Trust of (i) any changes regarding Funds, the Adviser that would impact disclosure in will comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, By-Laws (if any) and Registration StatementStatement under the 1940 Act and the Securities Act, or (ii) any violation the limitations in the 1940 Act and in the Internal Revenue Code of any requirement1986, provisionas amended, policy or restriction that the Adviser is required applicable to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust and the investment objectives, policies and restrictions of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trusteach Fund. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed on the Trust in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Adviser shall make decisions with respect to all purchases and sales of securities and other investment assets for the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investeach Fund. 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 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund the Funds and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a Fundincluded in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Funds maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for the Funds, the Adviser will follow and comply with the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument and Registration Statement under the Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Funds. (d) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly qualified to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. . (e) The Adviser shall supervise and either monitor the activities performance of brokers, dealers and other persons who introduce or execute purchases, sales and other transactions of securities and other investment assets of the Funds or select an introducing broker who shall, as part of its representativestransaction charges, personnel, sub-contractors, and agents in connection monitor such performance. Such persons may be affiliated with the execution of its duties and obligations hereunder. The appropriate personnel Adviser, any investment subadviser or other affiliates of the Adviser will be made available Trust to consult with the Board at reasonable times and upon reasonable notice concerning extent permitted by the business of the TrustAct. (df) The Adviser shall maintain records relating to portfolio transactions and the 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations pursuant to this Agreement, during any period during 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.

Duties of the Adviser. (a) The Subject to the direction, control and supervision of the Board of Trustees of the Trust ("Board"), the Adviser shall direct the investments of the Fund and shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. To carry out such decisionsduties, 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 FundsFund. In all purchases, sales and other transactions in securities for the FundsFund, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding all changes in the investment performance of the Funds Fund since the prior report, report and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for the Fund, and otherwise performing its duties hereunder, the Adviser will comply with the Act and the rules and regulations thereunder, all other applicable federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objective, policies and restrictions of the Fund. Without limiting the foregoing, the Adviser agrees that, in placing orders with broker-dealers for the purchase or sales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act of 1934 (the "Exchange Act"), the exercise of the Adviser's fiduciary duties under this Advisory Agreement, and any other applicable law, the Adviser may allocate brokerage on behalf of the Trust to broker-dealers who provide research services and may cause the Fund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers, subject to the Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. 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 security 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. (d) The Adviser may from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (de) The Adviser shall will maintain records relating to its portfolio transactions and the 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 under this Agreement required to be prepared and maintained by the Trust pursuant to under the Act and the rules and regulations thereunder, the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service, including but not limited to, records relating to Fund transactions and the placing and allocation of brokerage orders. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (ef) With respect The Adviser shall provide the Trust's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, as amended from time to time, the Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a Fundprice(s) from a party(ies) independent of the Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (g) To the extent consistent with all applicable federal and/or state laws and regulations, the Adviser shall have no duties or obligations pursuant to this Agreement, during authorize and permit any period during which the Fund invests all (or substantially all) of its investment assets directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in a registered, open-end management investment company, or separate series thereof, the capacities in accordance with Section 12(d)(1)(E) under the 1940 Actwhich they are elected.

Duties of the Adviser. (a) The Subject to the direction, control and supervision of the Board of Trustees of the Trust ("Board"), the Adviser shall direct the investments of each Fund and shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. To carry out such decisionsduties, 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 Fundseach Fund. In all purchases, sales and other transactions in securities for the Fundseach 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 Trust 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in each Fund since the prior report, report and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds each Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for each Fund, and otherwise performing its duties hereunder, the Adviser will comply with the Act and the rules and regulations thereunder, all other applicable federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objective, policies and restrictions of the Fund. Without limiting the foregoing, the Adviser agrees that, in placing orders with broker-dealers for the purchase or sales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act of 1934 (the "Exchange Act"), the exercise of the Adviser's fiduciary duties under this Advisory Agreement, and any other applicable law, the Adviser may allocate brokerage on behalf of the Trust to broker-dealers who provide research services and may cause each Fund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers, subject to the Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Adviser may aggregate sales and purchase orders of the assets of a 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 security 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. (d) The Adviser may from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (de) The Adviser shall will maintain records relating to its portfolio transactions and the 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 under this Agreement required to be prepared and maintained by the Trust pursuant to under the Act and the rules and regulations thereunder, the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service, including but not limited to, records relating to Fund transactions and the placing and allocation of brokerage orders. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (ef) With respect The Adviser shall provide the Trust's custodian and fund accountant on each business day with such information relating to all transactions concerning each Fund's assets as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, as amended from time to time, the Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a Fundprice(s) from a party(ies) independent of the Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (g) To the extent consistent with all applicable federal and/or state laws and regulations, the Adviser shall have no duties or obligations pursuant to this Agreement, during authorize and permit any period during which the Fund invests all (or substantially all) of its investment assets directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in a registered, open-end management investment company, or separate series thereof, the capacities in accordance with Section 12(d)(1)(E) under the 1940 Actwhich they are elected.

Duties of the Adviser. (a) The Subject to the direction, control and supervision of the Board of Trustees of the Trust ("Board"), the Adviser shall direct the investments of eachthe Fund and shall make decisions with respect to all purchases and sales of securities and other investment assets for in the Funds. Among other things, the Adviser shall make all decisions with respect to the allocation of the Funds' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund may investFund. To carry out such decisionsduties, 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 Fundseachthe Fund. In all purchases, sales and other transactions in securities for each the FundsFund, 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 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. (b) The Adviser will report to the Board at each regular meeting thereof regarding the investment performance of the Funds all changes in eachthe Fund since the prior report, report and will also keep the Board informed of important developments affecting the Trust, each the Fund and the Adviser, and on its own initiative initiative, will furnish the Board from time to time with such information as the Adviser may believe appropriateappropriate for this purpose, whether concerning the individual companies whose securities are held by a included in the Fund's holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a the Fund maintains investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds each Fund as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) In making purchases and sales of securities for theeach Fund, and otherwise performing its duties hereunder, the Adviser will comply with the Act and the rules and regulations thereunder, all other applicable federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust's Trust Instrument, Bylaws, Registration Statement under the Act and the Securities Act, the limitations in the Act and in the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objective, policies and restrictions of the Fund. Without limiting the foregoing, the Adviser agrees that, in placing orders with broker-dealers for the purchase or sales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act of 1934 (the "Exchange Act"), the exercise of the Adviser's fiduciary duties under this Advisory Agreement, and any other applicable law, the Adviser may allocate brokerage on behalf of the Trust to broker-dealers who provide research services and may cause each Fund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers, subject to the Adviser's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Adviser may aggregate sales and purchase orders of the assets of the a 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 security on behalf of athe 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. (d) The Adviser may from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary particularly fitted to assist in the execution of the Adviser's duties hereunder; provided, however, that the employment or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder and provided further that the Adviser shall not have the authority to sub-contract advisory responsibilities without the consent of the Trust. The cost of performance of such duties will to be borne and paid by the Adviser. No obligation may be imposed incurred on the Trust Trust's behalf in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (de) The Adviser shall will maintain records relating to its portfolio transactions and the 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 under this Agreement required to be prepared and maintained by the Trust pursuant to under the Act and the rules and regulations thereunder, the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service, including but not limited to, records relating to Fund transactions and the placing and allocation of brokerage orders. The books and records pertaining to the Trust which that are in possession of the Adviser shall be the property of the Trust. The Trust, or the Trust's authorized 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 the Trust's authorized representatives. (ef) With respect The Adviser shall provide the Trust's custodian and fund accountant on each business day with such information relating to all transactions concerning the each Fund's assets as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, as amended from time to time, the Adviser is responsible for assisting in the fair valuation of all portfolio securities and will use its reasonable efforts to arrange for the provision of a Fundprice(s) from a party(ies) independent of the Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (g) To the extent consistent with all applicable federal and/or state laws and regulations, the Adviser shall have no duties or obligations pursuant to this Agreement, during authorize and permit any period during which the Fund invests all (or substantially all) of its investment assets directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in a registered, open-end management investment company, or separate series thereof, the capacities in accordance with Section 12(d)(1)(E) under the 1940 Actwhich they are elected.

Duties of the Adviser. (a) The Adviser shall make provide investment advisory services, including but not limited to, making decisions with respect to all purchases and sales of securities and other investment assets for the FundsPortfolios. Among other things, the Adviser shall make all decisions with respect to the allocation of the FundsPortfolios' investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which a Fund the Portfolios may invest. To carry out such decisionsthe services hereunder, the Adviser is hereby authorized, as agent and attorney-in-fact for the TrustFund, for the account of, at the risk of and in the name of the TrustPortfolios, to place orders and issue instructions with respect to those transactions of the FundsPortfolios. In all purchases, sales and other transactions in securities for the FundsPortfolios, the Adviser is authorized to exercise full discretion and act for the Trust Fund in the same manner and with the same force and effect as the Trust Fund 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 performance of its duties and obligations under this Agreement including, but not limited to, executing on behalf of the Portfolios and the Fund such agreements and other documentation in connection with such purchases, sales or other transactions. The Fund acknowledges that the Fund and the Portfolios will be bound by such trading accounts established, and agreements and other documents executed. (b) The Adviser will report to the Board at each regular meeting thereof regarding all material changes in the investment performance of the Funds Portfolios since the prior report, and will also keep the Board informed of important developments affecting the TrustFund, each Fund the Portfolios 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, whether concerning the individual companies whose securities are held by a Fundthe Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which a Fund maintains the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Funds Portfolios as the Adviser may believe appropriate or as the Board reasonably may request. The Adviser shall promptly notify the Trust of (i) any changes regarding the Adviser that would impact disclosure in the Trust's Registration Statement, or (ii) any violation of any requirement, provision, policy or restriction that the Adviser is required to comply with under Section 6 of this Agreement. The Adviser shall immediately notify the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Funds or the Trust. (c) The Adviser will from time to time employ or sub-contract the services to certain associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser's duties hereunder; provided, however, that that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder hereunder; and provided further that the Adviser shall not have the authority to sub-contract subcontract advisory responsibilities without the consent of the TrustFund. The cost of performance of such duties will shall be borne and paid by the Adviser. No obligation may be imposed on the Trust Fund in any such respect. The Adviser shall supervise and monitor the activities of its representatives, personnel, sub-contractors, and agents in connection with the execution of its duties and obligations hereunder. The appropriate personnel of the Adviser will be made available to consult with the Board at reasonable times and upon reasonable notice concerning the business of the Trust. (d) The Adviser shall maintain records relating to portfolio transactions and pay its own expenses in connection with the placing and allocation of brokerage orders as are required services 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 Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the Trust, including the Commission and the Internal Revenue Service. 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 the Trust's authorized 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 the Trust's authorized representatives. (e) With respect to a Fund, the Adviser shall have no duties or obligations it pursuant to this Agreement, during any period during 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.