Common use of Duties of the Manager Clause in Contracts

Duties of the Manager. (a) The Manager shall, subject to the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject to the direction and control by the Trust’s 's Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s 's investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s 's possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Fund hereby engages the Manager shall, subject to the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to act as the Fund’s investmentsgeneral manager to provide or to arrange to provide directly or through third parties, investment policies advisory, custody, transfer agency, dividend disbursing, legal, accounting, and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program administrative services to each existing Series of the Fund and to any additional investment portfolios that the composition of its portfolio Fund may establish in the future; and determine what securities shall be purchased to provide or sold by to arrange to provide the Fund; (iii) arrange, above services subject to the provisions supervision of Section 5 hereofthe board of trustees of the Fund (the “Board”), for the purchase of securities period and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing conditions set forth in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund or a Series in any way or otherwise be deemed agents of the Fund or a Series. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund in buying, selling or otherwise disposing of or managing the Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. (a) Manager shall act as the Manager for each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust’s Declaration of Trust, dated as of June 7, 1989, and By-Laws, as each may be amended and restated from time to time (respectively, the “Declaration” and the “By-Laws”), the provisions of the 1940 Act, and the then-current registration statement of the Trust with respect to each Fund. The Manager shallshall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to each Fund’s portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to a Fund and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund’s account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Manager, any subadviser, submanager or respective “affiliated person” thereof exercises investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and any “affiliated person” of the Manager have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of a Fund, the Manager may deal with itself or with the Trustees of the Trust or the Trust’s underwriter or distributor or with its or their respective affiliates, or affiliates of affiliates, to the extent such actions are permitted by the 1940 Act. In providing the management services and assuming the obligations set forth herein, the Manager may, subject to the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program requirements of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange1940 Act, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shallemploy, at its own expense, provide such officers for or may request that the Trust employ at each Fund’s expense, one or more subadvisers or submanagers; provided that in each case the Manager shall supervise the activities of each subadviser and submanager. Any agreement between the Manager and a subadviser or submanager shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement by the Trust on behalf of a Fund and a subadviser may be terminated by the Manager at any time on not more than 60 days’ nor less than 30 days’ written notice to the Trust and the subadviser. To the extent authorized by the Board of Trustees and subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or a portion of the assets of a Fund in one or more investment companies. (b) Subject to the direction and control of the Board of Trustees of the Trust, the Manager shall perform such oversight, administrative and management services as its Board may request.from time to time be reasonably requested by the Trust with respect to each Fund, which shall include without limitation: (i) maintaining office facilities (which may be in the office of Domini or an affiliate) and furnishing clerical services necessary for maintaining the organization of the Trust and each Fund and for performing the oversight, administrative and management functions herein set forth; (ii) arranging, if desired by the Trust, for directors, officers or employees of the Manager to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (iii) supervising the overall administration of the Trust and each Fund, including the updating of corporate organizational documents, and the negotiation of contracts and fees with and the monitoring and coordinating of performance and xxxxxxxx of each Fund’s transfer agent, shareholder servicing agents (if any), custodian, administrator, subadministrator (if any) and other independent contractors or agents; (iv) overseeing (with advice of the Trust’s counsel) the preparation of and, if applicable, filing all documents required for compliance by the Trust with applicable laws and regulations (including state “blue sky” laws and regulations), including registration statements on Form N-1A, prospectuses and statements of additional information, or similar forms, as applicable, semi-annual and annual reports to shareholders and proxy statements, and reviewing tax returns; (v) preparing agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and preparing notices, proxy statements and minutes of meetings of shareholders; (vi) arranging for maintenance of books and records of the Trust; (vii) maintaining telephone coverage to respond to shareholder inquiries regarding matters to which this Agreement pertains to which the transfer agent is unable to respond;

Duties of the Manager. (a) The To the extent that, at law or in equity, the Manager shall, subject has duties and liabilities relating thereto to the direction and control by Trust, the Independent Committee Members, the Shareholders, the Beneficial Owners or any other Person, the Manager acting under this Trust Agreement shall not be liable to the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to , the FundIndependent Committee Members, with respect to the Fund’s investmentsShareholders, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of Beneficial Owners or any other Person for its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to good faith reliance on the provisions of Section 5 hereofthis Trust Agreement. The provisions of this Trust Agreement, for to the purchase of securities extent that they restrict or eliminate the Manager’s duties and other investments for liabilities otherwise existing at law or in equity, are agreed by the Fund parties hereto, the Trust, the Independent Committee Members, the Shareholders and the sale of securities Beneficial Owners to replace such other duties and other investments held in the portfolio liabilities of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingManager. (b) Provided that neither Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Trust nor or any Shareholder or any other Person, on the Fund other hand; or (ii) whenever this Trust Agreement or any other agreement contemplated herein or therein provides that the Manager shall be required act in a manner that is, or provides terms that are, fair and reasonable to pay the Trust, any compensation Shareholder or any other than as Person, the Manager shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the terms Manager shall not constitute a breach of this Management Trust Agreement and subject to the provisions or any other agreement contemplated herein or of Section 5 hereof, any duty or obligation of the Manager may obtain investment information, research at law or assistance from any other person, firm in equity or corporation to supplement, update or otherwise improve its investment management servicesotherwise. (c) Provided that nothing herein shall be deemed to protect The Manager and any Affiliate of the Manager from willful misfeasancemay engage in or possess an interest in other profit-seeking or business ventures of any nature or description, bad faith independently or gross negligence in with others, whether or not such ventures are competitive with the performance Trust, and the doctrine of its dutiescorporate opportunity, or reckless disregard any analogous doctrine, shall not apply to its obligations and duties under this Management Agreement, the Manager or its Affiliates. If the Manager or any Affiliate of the Manager acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Manager and its Affiliates shall not be liable to the Trust or to the Shareholders or Beneficial Owners for breach of any loss sustained fiduciary or other duty by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the fact that the Manager or any officer thereof from acting as investment adviser such Affiliate pursues or sub-adviser for acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any other personShareholder or Beneficial Owner shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, firm or corporation and the pursuit of such ventures, even if competitive with the Trust’s activities, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Manager and its Affiliates may engage or be interested in any way limit financial or restrict other transaction with the Manager Trust, the Shareholders or any Affiliate of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing or the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestShareholders.

Duties of the Manager. (a) The Manager shall, subject to the direction and control by shall provide (or cause the Trust’s Board of Trustees (iCustodian(s) regularly provide investment advice and recommendations to provide) timely information to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and Adviser regarding such matters as the composition of assets of the Portfolios, cash requirements and cash available for investment in the Portfolios, and all other information as may be reasonably necessary for the Adviser to perform its portfolio responsibilities hereunder. The Manager has furnished the Adviser with a copy of the current prospectus and determine what securities statement of additional information of each Portfolio and agrees during the continuance of this Agreement to furnish the Adviser with copies of any revisions or supplements relating to the Portfolios or the management thereof at, or, if practicable, before the time such revisions or supplements become effective. No revisions shall be purchased made, nor supplements issued, regarding a Portfolio or sold the Adviser without the prior review of the Adviser. No written disclosure materials naming or relating to the Adviser or its employees other than materials provided or approved by the Fund; (iii) arrangeAdviser shall be used by the Manager, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held Trust or their affiliates in the portfolio offering or marketing shares of the FundTrust or the Portfolios; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided provided, however, that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable required to obtain prior approval for any loss sustained materials in which the Adviser is merely referenced by reason name, along with the names of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or other sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or advisers for the account Portfolio(s), with no further description of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredAdviser. The Manager shall, at its own expense, provide such officers for agrees to notify the Adviser of any decisions of the Trustees of the Trust as applicable to the Portfolio that may affect the duties of the Adviser under this Agreement, and to furnish the Adviser with copies of any financial statements or reports made by a Portfolio to its Board shareholders and any further materials or information which the Adviser may requestreasonably request to enable it to perform its duties under this Agreement.

Duties of the Manager. (a) The Manager shallshall act as the investment manager for the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the direction and control by restrictions of the Trust’s Board 's Declaration of Trustees Trust, dated as of May 26, 2000, and By-Laws, as each may be amended from time to time (i) regularly provide investment advice respectively, the "Declaration" and recommendations to the Fund"By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund’s investments. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase and or sale of securities, options, and futures contracts (including non-U.S. securities, options, and futures contracts) for the Fund's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In making purchases or sales of securities or other property for the account of the Fund, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Fund's expense, one or more subadvisers; (ii) provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and monitor continuously a subadviser shall be subject to the investment program renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust on behalf of the Fund and the composition of its portfolio and determine what securities shall a subadviser may be purchased or sold terminated by the Fund; (iii) arrange, subject Manager at any time on not more than 60 days' nor less than 30 days' written notice to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund Trust and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingsubadviser. (b) Provided that neither The Manager is authorized, in its discretion, to select the Trust nor broker/dealers through which transactions will be effected on behalf of the Fund shall and to establish the commissions or discounts to be required paid for such transactions. The Trust, on behalf of the Fund, acknowledges and agrees that in selecting broker/dealers the Manager will consider a number of factors, including among others (i) commission rates; (ii) financial strength and stability; (iii) specialized knowledge concerning particular investment markets; (iv) experience in effecting transactions in particular markets on a prompt and cost-effective basis; (v) the value of investment research products and services that a broker may lawfully provide to pay any compensation other than as provided assist the Manager in the exercise of its investment discretion; and (vi) ability to handle large volume transactions. The Trust, on behalf of the Fund, further acknowledges that it is the Manager's practice to negotiate with the broker/dealers that it employs on behalf of its clients standing commission rates for transactions in particular markets. Accordingly, transactions effected on behalf of the Fund will generally be effected on the basis of these standing commission rates, and the Manager will not negotiate commissions with broker/dealers on a separate basis for each transaction. As a result of the factors noted in this paragraph, transactions effected by the terms Manager on behalf of this Management Agreement the Fund may not be effected at the lowest available commission rates. Transactions effected by the Manager on behalf of the Fund may generate soft commission payments that will be applied by the Manager to obtain various research products and subject to services. The Trust, on behalf of the provisions of Section 5 hereofFund, acknowledges that the Manager may obtain investment informationpay a broker who provides research products or services commissions that are higher than the lowest available commissions that another broker might have charged if the Manager determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research products and services provided. The Trust, on behalf of the Fund acknowledges and agrees that these research products and services may be used by the Manager for the benefit of some or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesall of the accounts managed by the Manager and not exclusively for the benefit of the Fund's account. (c) Provided The Trust, on behalf of the Fund, acknowledges that nothing herein shall be deemed it is the Manager's policy to protect exclude institutional accounts, such as the Fund's, from allocations of stock in initial public offerings or other "hot issues," unless the market capitalization of the issuer exceeds a minimum threshold determined by the Manager from willful misfeasancetime to time and the Manager otherwise determines participation to be appropriate. This policy is based on the Manager's judgment that companies with smaller market capitalizations are not suitable for accounts such as those of the Fund and that even larger initial public offerings may not be suitable for the Fund. The Trust, bad faith on behalf of the Fund, acknowledges that the Manager may allocate these investments to other accounts managed by the Manager, which may include accounts in which the Manager and its principals have investment or gross negligence carried interests and acknowledges that as a result the Fund may not participate in short-term gains based upon post-issue appreciation in the performance value of its duties"hot issues" even in cases where these opportunities may result, or reckless disregard to its obligations and duties under this Management Agreementat least in part, from trading activity by the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relatesFund. (d) Nothing in this Management Agreement shall prevent The Manager has full authority to select and use counterparties other than the Trust's custodian for the purpose of executing foreign exchange transactions. The Trust hereby authorizes the Manager or any officer thereof from acting to enter into foreign exchange agreements with such counterparties as investment adviser or sub-adviser for any other personagent, firm or corporation and shall not in any way limit or restrict may execute transactions under the aforementioned agreements for, and on behalf of, the Fund. Notwithstanding that the Manager or any has entered into these transactions as agent, the Trust, on behalf of their respective directorsthe Fund, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for remains principal to the account transactions. Transactions executed in accordance with the aforementioned agreements will be subject to the terms and conditions of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management International Foreign Exchange Master Agreement. (e) The Trust, on behalf of the Fund, acknowledges that the Manager shall cooperate will deal with the Trust by providing and the Trust with any information in Fund as Non-Private Customers, pursuant to the Manager’s possession necessary for supervising IMRO rules, and agrees that the activities management services to be provided hereunder will be provided on such basis. The Trust, on behalf of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including further acknowledges and agrees that the compilation and maintenance Manager does not intend, as permitted by Chapter TWO Rule 1.7 of such records with respect the IMRO rules, to its operations as may reasonably be required. The Manager shallmake the disclosures referred to therein, at its own expense, provide such officers for unless otherwise required under the Trust as its Board may requestU.S. securities laws or regulations.

Duties of the Manager. (a) The Manager shallshall act as the investment manager for the Portfolio and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held uninvested, subject always to the direction and control by restrictions of the Trust’s Board 's Declaration of Trustees Trust, dated as of May 26, 2000, and By-Laws, as each may be amended from time to time (i) regularly provide investment advice respectively, the "Declaration" and recommendations to the Fund"By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund’s investmentsPortfolio. The Manager shall also make recommendations as to the manner in which voting rights, investment policies rights to consent to corporate action and any other rights pertaining to the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its Portfolio's portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Portfolio and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities, options, and futures contracts (including non-U.S. securities, options, and futures contracts) for the Portfolio's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Portfolio as to deliveries of securities and payments of cash for the account of the Portfolio. In making purchases or sales of securities or other property for the account of the Portfolio, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ at its own expense, or may request that the Trust employ at the Portfolio's expense, one or more subadvisers; provided that in each Board meetingcase the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and a subadviser shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement by the Trust on behalf of the Portfolio and a subadviser may be terminated by the Manager at any time on not more than 60 days' nor less than 30 days' written notice to the Trust and the subadviser. (b) Provided The Manager is authorized, in its discretion, to select the broker/dealers through which transactions will be effected on behalf of the Portfolio and to establish the commissions or discounts to be paid for such transactions. The Trust, on behalf of the Portfolio, acknowledges and agrees that neither in selecting broker/dealers the Trust nor Manager will consider a number of factors, including among others (i) commission rates; (ii) financial strength and stability; (iii) specialized knowledge concerning particular investment markets; (iv) experience in effecting transactions in particular markets on a prompt and cost-effective basis; (v) the Fund shall value of investment research products and services that a broker may lawfully provide to assist the Manager in the exercise of its investment discretion; and (vi) ability to handle large volume transactions. The Trust, on behalf of the Portfolio, further acknowledges that it is the Manager's practice to negotiate with the broker/dealers that it employs on behalf of its clients standing commission rates for transactions in particular markets. Accordingly, transactions effected on behalf of the Portfolio will generally be required to pay any compensation other than as provided effected on the basis of these standing commission rates, and the Manager will not negotiate commissions with broker/dealers on a separate basis for each transaction. As a result of the factors noted in this paragraph, transactions effected by the terms Manager on behalf of this Management Agreement the Portfolio may not be effected at the lowest available commission rates. Transactions effected by the Manager on behalf of the Portfolio may generate soft commission payments that will be applied by the Manager to obtain various research products and subject to services. The Trust, on behalf of the provisions of Section 5 hereofPortfolio, acknowledges that the Manager may obtain investment informationpay a broker who provides research products or services commissions that are higher than the lowest available commissions that another broker might have charged if the Manager determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research products and services provided. The Trust, on behalf of the Portfolio acknowledges and agrees that these research products and services may be used by the Manager for the benefit of some or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesall of the accounts managed by the Manager and not exclusively for the benefit of the Portfolio's account. (c) Provided The Trust, on behalf of the Portfolio, acknowledges that nothing herein shall be deemed it is the Manager's policy to protect exclude institutional accounts, such as the Portfolio's, from allocations of stock in initial public offerings or other "hot issues," unless the market capitalization of the issuer exceeds a minimum threshold determined by the Manager from willful misfeasancetime to time and the Manager otherwise determines participation to be appropriate. This policy is based on the Manager's judgment that companies with smaller market capitalizations are not suitable for accounts such as those of the Portfolio and that even larger initial public offerings may not be suitable for the Portfolio. The Trust, bad faith on behalf of the Portfolio, acknowledges that the Manager may allocate these investments to other accounts managed by the Manager, which may include accounts in which the Manager and its principals have investment or gross negligence carried interests and acknowledges that as a result the Portfolio may not participate in short-term gains based upon post-issue appreciation in the performance value of its duties"hot issues" even in cases where these opportunities may result, or reckless disregard to its obligations and duties under this Management Agreementat least in part, from trading activity by the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relatesPortfolio. (d) Nothing in this Management Agreement shall prevent The Manager has full authority to select and use counterparties other than the Trust's custodian for the purpose of executing foreign exchange transactions. The Trust hereby authorizes the Manager or any officer thereof from acting to enter into foreign exchange agreements with such counterparties as investment adviser or sub-adviser for any other personagent, firm or corporation and shall not in any way limit or restrict may execute transactions under the aforementioned agreements for, and on behalf of, the Portfolio. Notwithstanding that the Manager or any has entered into these transactions as agent, the Trust, on behalf of their respective directorsthe Portfolio, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for remains principal to the account transactions. Transactions executed in accordance with the aforementioned agreements will be subject to the terms and conditions of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management International Foreign Exchange Master Agreement. (e) The Trust, on behalf of the Portfolio, acknowledges that the Manager shall cooperate will deal with the Trust by providing and the Trust with any information in Portfolio as Non-Private Customers, pursuant to the Manager’s possession necessary for supervising IMRO rules, and agrees that the activities of all administrative and clerical personnel as shall management services to be required to provide corporate administration for the Fund, including the compilation and maintenance of provided hereunder will be provided on such records with respect to its operations as may reasonably be requiredbasis. The Trust, on behalf of the Portfolio, further acknowledges and agrees that the Manager shalldoes not intend, at its own expenseas permitted by Chapter TWO Rule 1.7 of the IMRO rules, provide such officers for to make the Trust as its Board may requestdisclosures referred to therein, unless otherwise required under the U.S. securities laws or regulations.

Duties of the Manager. (a) The To the extent that, at law or in equity, the Manager shall, subject has duties and liabilities relating thereto to the direction and control by Trust, the Board of Trustees, the Shareholders, the Beneficial Owners or any other Person, the Manager acting under this Trust Agreement shall not be liable to the Trust’s , the Board of Trustees (i) regularly provide investment advice and recommendations to Trustees, the FundShareholders, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of Beneficial Owners or any other Person for its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to good faith reliance on the provisions of Section 5 hereofthis Trust Agreement. The provisions of this Trust Agreement, for to the purchase of securities extent that they restrict or eliminate the Manager’s duties and other investments for liabilities otherwise existing at law or in equity, are agreed by the Fund and parties hereto, the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to Trust, the Board of Trustees at each Board meetingTrustees, the Shareholders and the Beneficial Owners to replace such other duties and liabilities of the Manager. (b) Provided that neither Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Trust nor or any Shareholder or any other Person, on the Fund other hand; or (ii) whenever this Trust Agreement or any other agreement contemplated herein or therein provides that the Manager shall be required act in a manner that is, or provides terms that are, fair and reasonable to pay the Trust, any compensation Shareholder or any other than as Person, the Manager shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the terms Manager shall not constitute a breach of this Management Trust Agreement and subject to the provisions or any other agreement contemplated herein or of Section 5 hereof, any duty or obligation of the Manager may obtain investment information, research at law or assistance from any other person, firm in equity or corporation to supplement, update or otherwise improve its investment management servicesotherwise. (c) Provided that nothing herein shall be deemed to protect The Manager and any Affiliate of the Manager from willful misfeasancemay engage in or possess an interest in other profit-seeking or business ventures of any nature or description, bad faith independently or gross negligence in with others, whether or not such ventures are competitive with the performance Trust, and the doctrine of its dutiescorporate opportunity, or reckless disregard any analogous doctrine, shall not apply to its obligations and duties under this Management Agreement, the Manager or its Affiliates. If the Manager or any Affiliate of the Manager acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Manager and its Affiliates shall not be liable to the Trust or to the Shareholders or Beneficial Owners for breach of any loss sustained fiduciary or other duty by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the fact that the Manager or any officer thereof from acting as investment adviser such Affiliate pursues or sub-adviser for acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any other personShareholder or Beneficial Owner shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, firm or corporation and the pursuit of such ventures, even if competitive with the Trust’s activities, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Manager and its Affiliates may engage or be interested in any way limit financial or restrict other transaction with the Manager Trust, the Shareholders or any Affiliate of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing or the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestShareholders.

Duties of the Manager. (a) The Manager shallshall act as investment manager to the Portfolio and as such shall manage the assets of the Portfolio on a daily basis, subject always to the direction restrictions of the Portfolio's Declaration of Trust, dated June 7, 1989, and control by By-laws, as each may be amended from time to time (respectively, the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies "Declaration" and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange"By-Laws"), subject to the provisions of Section 5 hereof, for the purchase of securities 1940 Act and other investments for to the Fund and Portfolio's then-current Registration Statement under the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to 0000 Xxx. Should the Board of Trustees of the Portfolio at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required any time, however, make any definite determination as to pay any compensation other than as provided by the terms of this Management Agreement investment policy and subject to the provisions of Section 5 hereof, notify the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence thereof in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreementwriting, the Manager shall not be liable bound by such determination for any loss sustained the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Portfolio, all actions which it deems necessary to implement the investment policies determined as provided above, except those actions to be taken by reason the Portfolio's investment adviser pursuant to the Investment Advisory Agreement dated May 1, 1990 by and between the Portfolio and Kinder, Lydenberg, Domini & Co., Inc, (the "Adviser"), and in particular to place all orders for the purchase or sale of good faith errors securities for the Portfolio's account with brokers or omissions in connection with any matters dealers selected by it, and to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent that end the Manager or any officer thereof from acting is authorized as investment adviser or sub-adviser for any other person, firm or corporation the agent of the Portfolio to give instructions to the custodian of the Portfolio as to deliveries of securities and shall not in any way limit or restrict the Manager or any payments of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or cash for the account of others the Portfolio. In connection with the selection of such brokers or dealers and the placing of such orders, the Manager is directed to seek for whom it or they the Portfolio in its best judgment, prompt execution in an effective manner at the most favorable price. Subject to this requirement of seeking the most favorable price, securities may be actingbought from or sold to broker-dealers who have furnished statistical, provided that such activities will not adversely affect research and other information or otherwise impair services to the performance by Manager or the Portfolio, subject to any party applicable laws, rules and regulations. In making purchases or sales of its duties and obligations under this Management Agreement. (e) The securities or other property for the account of the Portfolio the Manager shall cooperate may deal with itself or with the Trust by providing Trustees of the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for Portfolio or the Fund's exclusive placement agent, including to the compilation and maintenance of extent such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for actions are permitted by the Trust as its Board may request1940 Act.

Duties of the Manager. (a) The Manager shall, subject shall undertake all actions approved by the Board and shall cause the Preferred Return to be paid annually to the direction Preferred Members to the extent that Distributable Cash exists and control payment of the Preferred Return is not then prohibited under this Agreement or law or any third party agreement approved by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations Board. Except for situations in which this Agreement provides for the Manager to act in a certain manner or the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program approval of the Fund and Members or the composition of its portfolio and determine what securities shall be purchased or sold Board is specifically required by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofAct, the Manager may obtain investment information, research Certificate of Formation or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. Subject to the foregoing, the Manager shall control and direct the administration of the business and affairs of the Company in accordance this Agreement and with sound business practice, taking such steps as are necessary or appropriate in its reasonable judgment to conserve and enhance the value and profitability of the Company’s business, property and affairs. The Manager shall be liable serving in a fiduciary role for any loss sustained by reason all of good faith errors or omissions the Members and shall seek to obtain the best possible terms and conditions for the Project in connection with the sale of all off-take from the Project, including, without limitation, controlling and managing the monetization of all potential revenue sources from the Project or the Company’s operations, including but not limited to fruit, seeds, pre-processed crude Jatropha oil, biomass, and by-product, press cake and hulls revenue and carbon credits. Without limiting any matters to which this Management Agreement relates. (d) Nothing of the other duties of the Manager described in this Management Agreement shall prevent Agreement, the duties of the Manager or any officer thereof shall include, among other things, responsibility for identifying the land, aggregating, negotiating the purchase, managing the Project development process and the Company on a day-to-day basis, including, but not limited to the following: (i) providing Jatropha seedlings/rootstock from acting as investment adviser or sub-adviser for any other personexisting GCE plantings, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, sellingnurseries, or trading seed stocks; (ii) sourcing additional seeds from suppliers; (iii) overseeing any securities for its own account or for the account of others for whom it or they may be actingadditional nursery construction and operations; (iv) managing land clearing, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fundplanting, including the compilation harvesting and maintenance of such records with respect the plantation (all or parts of which may be accomplished through GCE employees or through sub contractors subject to its operations the payment restrictions set forth herein); (v) leasing or building storage facilities for seed and finished product; (vi) coordinating and managing all logistics relating to the Company’s operations; (vii) managing all sales efforts; (viii) negotiating all off-take agreements and (ix) preparing and submitting the Budget as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestdescribed in Section 5.2(c).

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the IB Funds Division (or any successor thereto) of the Macquarie Group (“IBF”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to IBF; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with Members and Member meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust must concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 20; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of the Gold Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Gold Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Gold Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors (with the prior consent of the Trustee and the Independent Review Committee, and after providing notice to the Unitholders pursuant to Section 17.3); (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each Fiscal Year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Gold Custodian to hold the Gold Bullion and the Custodian to hold the Trust Property other than the Gold Bullion, all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on the NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issue of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, and such other date(s) in each year, to prepare and deliver to the appropriate taxation authorities in Canada and the United States, all relevant tax filings and/or returns for the Trust that are required by Applicable Laws; (xxviii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxix) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxx) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxxi) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule A hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxii) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule B hereto; (xxxiii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiv) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as a portfolio manager under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust must concur with those set forth in Article 23 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 21; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of the Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Bullion Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Bullion Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of Unit Certificates; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors (with the prior consent of the Trustee and the Independent Review Committee, and after providing notice to the Unitholders pursuant to Section 17.3); (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each Fiscal Year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Bullion Custodian to hold the Bullion and the Custodian to hold the Trust Property other than the Bullion, all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on the NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issue of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, and such other date(s) in each year, to prepare and deliver to the appropriate taxation authorities in Canada and the United States, all relevant tax filings and/or returns for the Trust that are required by Applicable Laws; (xxviii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxix) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxx) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxxi) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule “A” hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxii) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule “B” hereto; (xxxiii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiv) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as a portfolio manager under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group (“MIRA”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of Company Common Units; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Stockholders; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with Stockholders and Stockholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the Certificate of Incorporation and the Bylaws, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the Certificate of Incorporation and the Bylaws and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group (“MIRA”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the Certificate of Incorporation and the Bylaws and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of shares of Company Common Stock; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Stockholders; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with Stockholders and Stockholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) Manager shall act as the Manager for each Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of each Fund shall be held uninvested, subject always to the restrictions of the Trust’s Declaration of Trust, dated as of June 7, 1989, and By-Laws, as each may be amended and restated from time to time (respectively, the “Declaration” and the “By-Laws”), the provisions of the 1940 Act, and the then-current registration statement of the Trust with respect to each Fund. The Manager shallshall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to each Fund’s portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to a Fund and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Fund’s account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Manager, any subadviser, submanager or respective “affiliated person” thereof exercises investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and any “affiliated person” of the Manager have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of a Fund, the Manager may deal with itself or with the Trustees of the Trust or the Trust’s underwriter or distributor or with its or their respective affiliates, or affiliates of affiliates, to the extent such actions are permitted by the 1940 Act. In providing the management services and assuming the obligations set forth herein, the Manager may, subject to the requirements of the 1940 Act, employ, at its own expense, or may request that the Trust employ at each Fund’s expense, one or more subadvisers or submanagers; provided that in each case the Manager shall supervise the activities of each subadviser and submanager. Any agreement between the Manager and a subadviser or submanager shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement by the Trust on behalf of a Fund and a subadviser may be terminated by the Manager at any time on not more than 60 days’ nor less than 30 days’ written notice to the Trust and the subadviser. To the extent authorized by the Board of Trustees and subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or a portion of the assets of a Fund in one or more investment companies. (b) Subject to the direction and control by of the Trust’s Board of Trustees of the Trust, the Manager shall perform such oversight, administrative and management services as may from time to time be reasonably requested by the Trust with respect to each Fund, which shall include without limitation: (i) regularly provide investment advice maintaining office facilities (which may be in the office of Domini or an affiliate) and recommendations to furnishing clerical services necessary for maintaining the Fundorganization of the Trust and each Fund and for performing the oversight, with respect to the Fund’s investments, investment policies administrative and the purchase and sale of securitiesmanagement functions herein set forth; (ii) supervise and monitor continuously arranging, if desired by the investment program Trust, for directors, officers or employees of the Fund Manager to serve as Trustees, officers or agents of the Trust if duly elected or appointed to such positions and the composition of its portfolio subject to their individual consent and determine what securities shall be purchased or sold to any limitations imposed by the Fundlaw; (iii) arrangesupervising the overall administration of the Trust and each Fund, subject including the updating of corporate organizational documents, and the negotiation of contracts and fees with and the monitoring and coordinating of performance and xxxxxxxx of each Fund’s transfer agent, shareholder servicing agents (if any), custodian, administrator, subadministrator (if any) and other independent contractors or agents; (iv) overseeing (with advice of the Trust’s counsel) the preparation of and, if applicable, filing all documents required for compliance by the Trust with applicable laws and regulations (including state “blue sky” laws and regulations), including registration statements on Form N-1A, prospectuses and statements of additional information, or similar forms, as applicable, semi-annual and annual reports to shareholders and proxy statements, and reviewing tax returns; (v) preparing agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and preparing notices, proxy statements and minutes of meetings of shareholders; (vi) arranging for maintenance of books and records of the provisions Trust; (vii) maintaining telephone coverage to respond to shareholder inquiries regarding matters to which this Agreement pertains to which the transfer agent is unable to respond; (viii) providing reports and assistance regarding each Fund’s compliance with securities and tax laws and each Fund’s investment objectives; (ix) arranging for dissemination of Section 5 hereof, yield and other performance information to newspapers and tracking services; (x) arranging for and preparing annual renewals for fidelity bond and errors and omissions insurance coverage; (xi) developing a budget for the purchase Trust and each Fund, establishing the rate of securities expense accruals and other investments arranging for the payment of all fixed and management expenses; and (xii) answering questions from the general public, the media and investors in each Fund and regarding (A) the sale securities holdings of securities and other investments held each Fund; (B) any limits in which each Fund invests; (C) the portfolio social investment philosophy of the each Fund; and (ivD) provide reports on the foregoing to the Board proxy voting philosophy and shareholder activism philosophy of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesFund. (c) Provided that nothing herein shall be deemed to protect Notwithstanding the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreementforegoing, the Manager shall not be liable for deemed to have assumed, pursuant to this Agreement, any loss sustained duties with respect to, and shall not be responsible for, the distribution of shares of beneficial interest in any Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by reason any transfer agent, custodian, fund accounting and pricing agent or shareholder servicing agent of good faith errors the Trust or omissions in connection with any matters to which this Management Agreement relatesFund. (d) Nothing in this Management Agreement shall prevent In providing administrative and management services as set forth herein, the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shallmay, at its own expense, provide such officers employ one or more subadministrators; provided that the Manager shall remain fully responsible for the Trust as its Board may requestperformance of all administrative and management duties set forth herein and shall supervise the activities of each subadministrator.

Duties of the Manager. 2.1 The Fund Manager shall (a) The Manager shall, subject to the direction overall supervision of the Directors and control subject to Clause 4) have full power, authority and right to exercise all powers, duties, discretions and functions exercisable by the Trust’s Board Directors under the Constitution (other than the power to issue shares or forfeit shares and powers which may not be delegated under the Act), and without prejudice to the generality of Trustees (i) regularly the foregoing, the Fund Manager either itself or wholly or in part through its authorised agents or delegates approved for the purpose by such Directors shall provide a continuous investment advice and recommendations to program for the Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund’s investments. The Fund Manager will determine, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine from time to time, what securities shall and other investments will be purchased purchased, retained or sold by the Fund. 2.2 The Fund Manager shall have and is hereby granted the authority, power and right for the account and in the name of the Fund, but subject to the supervision of the Directors: 2.2.1 to issue orders and instructions with respect to the disposition of Investments of the Fund; 2.2.2 to purchase or otherwise acquire, sell or otherwise dispose of and invest in the Investments for the account of the Fund and effect foreign exchange transactions on behalf of the Fund and for the account of the Fund in connection with any such purchase, other acquisition, sale or other disposal or the protection of the value of Investments; (iii) arrangeplace orders with the same with brokers, provided that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided further that, the Fund Manager may, in its discretion, use brokers who provide the Fund Manager with research, analysis, advice and similar services, and the Fund Manager may cause the Fund to pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the provisions Fund Manager’s determining in good faith that such commission is reasonable in relation to the research and execution services received; 2.2.3 to apply to the relevant, authorities for, and to obtain from such authorities, all confirmations or consents relating to the taxation status of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities all tax rebates and other investments held payments which may be due to the Fund from time to time in the portfolio respect of the Fund; Investments and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor in connection therewith the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for have and is hereby granted the authority to disclose to any loss sustained by reason of good faith errors such relevant authorities such information in its possession regarding the Fund or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting its affairs as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect necessary or otherwise impair the performance by any party of its duties and obligations under this Management Agreement.required; and (e) The Manager shall cooperate 2.2.4 to negotiate in accordance with the Trust by providing instructions of the Trust with any information in Directors all borrowing arrangements of the Manager’s possession necessary for supervising Fund and to supervise the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance implementation of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestarrangements.

Duties of the Manager. (a) The Manager shallshall act as the investment manager for the Fund and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Fund shall be held uninvested, subject always to the direction and control by restrictions of the Trust’s Board 's Declaration of Trustees Trust, dated as of May 26, 2000, and By-Laws, as each may be amended from time to time (i) regularly provide investment advice respectively, the "Declaration" and recommendations to the Fund"By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust with respect to the Fund’s investments. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Fund and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase and or sale of securities, options, and futures contracts (including non-U.S. securities, options, and futures contracts) for the Fund's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In making purchases or sales of securities or other property for the account of the Fund, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Fund's expense, one or more subadvisers; (ii) provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and monitor continuously a subadviser shall be subject to the investment program renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust on behalf of the Fund and the composition of its portfolio and determine what securities shall a subadviser may be purchased or sold terminated by the Fund; (iii) arrange, subject Manager at any time on not more than 60 days' nor less than 30 days' written notice to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund Trust and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingsubadviser. (b) Provided that neither The Manager is authorized, in its discretion, to select the Trust nor broker/dealers through which transactions will be effected on behalf of the Fund shall and to establish the commissions or discounts to be required paid for such transactions. The Trust, on behalf of the Fund, acknowledges and agrees that in selecting broker/dealers the Manager will consider a number of factors, including among others (i) commission rates; (ii) financial strength and stability; (iii) specialized knowledge concerning particular investment markets; (iv) experience in effecting transactions in particular markets on a prompt and cost-effective basis; (v) the value of investment research products and services that a broker may lawfully provide to pay any compensation other than as provided assist the Manager in the exercise of its investment discretion; and (vi) ability to handle large volume transactions. The Trust, on behalf of the Fund, further acknowledges that it is the Manager's practice to negotiate with the broker/dealers that it employs on behalf of its clients standing commission rates for transactions in particular markets. Accordingly, transactions effected on behalf of the Fund will generally be effected on the basis of these standing commission rates, and the Manager will not negotiate commissions with broker/dealers on a separate basis for each transaction. As a result of the factors noted in this paragraph, transactions effected by the terms Manager on behalf of this Management Agreement the Fund may not be effected at the lowest available commission rates. Transactions effected by the Manager on behalf of the Fund may generate soft commission payments that will be applied by the Manager to obtain various research products and subject to services. The Trust, on behalf of the provisions of Section 5 hereofFund, acknowledges that the Manager may obtain investment informationpay a broker who provides research products or services commissions that are higher than the lowest available commissions that another broker might have charged if the Manager determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research products and services provided. The Trust, on behalf of the Fund acknowledges and agrees that these research products and services may be used by the Manager for the benefit of some or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesall of the accounts managed by the Manager and not exclusively for the benefit of the Fund's account. (c) Provided The Trust, on behalf of the Fund, acknowledges that nothing herein shall be deemed it is the Manager's policy to protect exclude institutional accounts, such as the Fund's, from allocations of stock in initial public offerings or other "hot issues," unless the market capitalization of the issuer exceeds a minimum threshold determined by the Manager from willful misfeasancetime to time and the Manager otherwise determines participation to be appropriate. This policy is based on the Manager's judgment that companies with smaller market capitalizations are not suitable for accounts such as those of the Fund and that even larger initial public offerings may not be suitable for the Fund. The Trust, bad faith on behalf of the Fund, acknowledges that the Manager may allocate these investments to other accounts managed by the Manager, which may include accounts in which the Manager and its principals have investment or gross negligence carried interests and acknowledges that as a result the Fund may not participate in short-term gains based upon post-issue appreciation in the performance value of its duties"hot issues" even in cases where these opportunities may result, or reckless disregard to its obligations and duties under this Management Agreementat least in part, from trading activity by the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relatesFund. (d) Nothing in this Management Agreement shall prevent The Manager has full authority to select and use counterparties other than the Trust's custodian for the purpose of executing foreign exchange transactions. The Trust hereby authorizes the Manager or any officer thereof from acting to enter into foreign exchange agreements with such counterparties as investment adviser or sub-adviser for any other personagent, firm or corporation and shall not in any way limit or restrict may execute transactions under the aforementioned agreements for, and on behalf of, the Fund. Notwithstanding that the Manager or any has entered into these transactions as agent, the Trust, on behalf of their respective directorsthe Fund, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for remains principal to the account transactions. Transactions executed in accordance with the aforementioned agreements will be subject to the terms and conditions of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management International Foreign Exchange Master Agreement. (e) The Trust, on behalf of the Fund, acknowledges that the Manager shall cooperate will deal with the Trust by providing and the Trust with any information in Fund as Intermediate Customers, pursuant to the Manager’s possession necessary for supervising Financial Services Authority's rules, and agrees that the activities of all administrative and clerical personnel as shall management services to be required to provide corporate administration for the Fund, including the compilation and maintenance of provided hereunder will be provided on such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbasis.

Duties of the Manager. 4.1 Subject to the overall control and supervision of the Directors, the Manager shall act as manager of the Partnership in accordance with the provisions of this Agreement. The Manager shall perform such duties as are customarily performed by a manager of Investments, or as may be agreed from time to time between the parties and may, subject to compliance with the provisions of the Partnership Agreement (collectively, the “Services”): (a) The to engage consultants, independent attorneys, independent accountants or such other Persons as the Manager shall, subject to the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased may deem necessary or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting.advisable; (b) Provided to receive, buy, sell, exchange, trade and otherwise deal in and with Portfolio Securities and other property of the Partnership; (c) to open, maintain and close bank accounts (including escrow accounts) and to draw checks and other orders for the payment of money; (d) to open, maintain and close accounts with brokers and give instructions or directions in connection therewith, and to pay the customary fees and charges applicable to transactions in all such accounts; (e) subject to any limitations set forth in the Partnership Agreement, to enter into, make and perform such contracts, agreements and other undertakings, and to do such other acts, as the Manager may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including contracts, agreements, undertakings and transactions with any Partner, the Company, the Manager, any shareholder of the Company, or any other Person, firm or corporation having any business, financial or other relationship with any Partner, the Company, the Manager and/or any shareholder of the Company; (f) to cause the Partnership to purchase or bear the cost of any insurance covering the potential liabilities of the Company, the Manager, any of their respective Affiliates, or any partner, shareholder, member or manager thereof or any other Person serving at the request of the Company as a director, manager or officer of a corporation or other entity in which the Partnership has an investment or that neither controls a Partnership investment; (g) to commence or defend litigation that pertains to the Trust nor Partnership, one or more Partners or Partnership property; provided that such authority does not restrict in any way each Partner’s right to retain counsel of its own choosing; (h) to invest in or enter into hedging arrangements designed to reduce or eliminate the Fund shall be risk or changes in the value of one or more Portfolio Securities; (i) to file on behalf of the Partnership all required tax returns and other documents relating to the Partnership and make and revoke such elections as are authorized by applicable law; and (j) authorize any employee or other agent of the Manager to act for and on behalf the Partnership in all matters incidental to the foregoing. 4.2 The Manager is hereby authorised to buy, sell (including without limitation short sales), retain, convert, execute, exchange or otherwise deal in Investments, borrow securities, incur indebtedness, make deposits, subscribe to issues and offers for sale of, and accept placings, underwritings and sub-underwritings, of any Investments, effect transactions whether or not on any recognised market or exchange and whether or not frequently traded on any such market or exchange (including, without limitation, derivatives, transactions, repurchase and reverse repurchase transactions, and securities lending transactions), negotiate, settle and sign on behalf of the Partnership any documentation required to pay any compensation other than be so negotiated, settled or signed in connection with the execution of transactions in relation to the Partnership and otherwise act as provided by the Manager judges appropriate in relation to the management and investment of the Partnership subject to the terms of this Management Agreement Agreement. 4.3 The Manager is authorised to negotiate, settle and subject arrange for signing on behalf of the Partnership the documentation for opening accounts with the Execution Brokers, provided that copies of such documentation are provided to the provisions of Section 5 hereofCompany prior to signing. 4.4 In carrying out its duties under this Agreement, the Manager may obtain investment information, research or assistance from appoint agents and/or delegates subject to the prior written consent of the Company. Notwithstanding any other person, firm or corporation such delegation the Manager shall remain liable for all the obligations expressed to supplement, update or otherwise improve its investment management servicesbe assumed by it hereunder. (c) Provided 4.5 In the event that nothing herein shall be deemed any trades executed through the Execution Brokers are not given up to protect the Prime Brokers and Custodian or that any assets or Investments are held by any Execution Brokers the Manager will cooperate in arranging for the Company and the Administrator to receive daily independent broker statements by electronic mail transmission, on-line data transmission or facsimile directly from willful misfeasancesuch Execution Brokers. 4.6 Without prejudice to the Manager's power to give instructions to any Prime Broker and Custodian or the Execution Brokers to transfer cash or Investments held by them on behalf of the Partnership in connection with the settlement of transactions or for collateral or cash margin management purposes, bad faith the Manager is expressly prohibited from taking or gross negligence receiving possession of any of the Investments. The Manager is not permitted to make payments or transfer Investments from an account with any Prime Broker and Custodian or the Execution Brokers to another account which is not maintained in the name of the Partnership. 4.7 The Manager will retain, for a period of at least 6 years, or longer as required by any applicable law, such books, records and statements as may be necessary to give to the Company a complete record of all transactions carried out by the Manager for and on behalf of the Partnership, copies of any documents generated or received by the Manager in the ordinary course of business pertaining to the Partnership or the compensation payable to the Manager. 4.8 The Manager is authorised to give the Prime Broker and Custodians, the Administrator, Execution Brokers, dealers or counterparties (including central clearing counterparties) any instructions on behalf of the Partnership, as the case may be, which may be necessary or desirable for the proper performance of its duties, or reckless disregard to its obligations and their duties under this Management Agreement, Agreement and the Manager shall not be liable Company (acting for any loss sustained by reason and on behalf of good faith errors or omissions in connection with any matters the Partnership) will confirm such authority to which this Management Agreement relatessuch parties on request. (d) Nothing in this Management Agreement shall prevent 4.9 The Company may enter into agreements which require the Manager or any officer thereof consent from acting as investment adviser or sub-adviser for any other personrelevant parties to the recording and retention of telephone conversations with respect to matters pertinent to the management of the Partnership. The Manager, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective its directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for and agents hereby consent to the account recording and retention of others for whom it or they such conversations and recognizes that conversations may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreementrecorded without notice. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. 3.1 Subject to the overall control and supervision of the Directors, the Manager shall act as manager of the Company in accordance with the provisions of this Agreement. The Manager shall perform such duties as are customarily performed by a manager of Investments, or as may be agreed from time to time between the parties and may, subject to compliance with the provisions of the Private Placement Memorandum, and the Articles: (a) The Manager shallborrow or raise monies for the account of the Company, and, from time to time without limitation as to amount or manner and time of repayment, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness; (b) open, maintain and close bank accounts, brokerage accounts and custody accounts in the name of the Company and, subject to compliance with applicable laws and regulations, give instructions with respect to such accounts; (c) do any and all acts on behalf of the direction Company and control by exercise all rights of the Trust’s Board Company with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Trustees shares, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (id) regularly provide investment advice and recommendations lend, with or without security, any of the investments, funds or other property of the Company; (e) organize one or more corporations formed to hold record title, as nominee for the Company, to investments or funds attributable to the FundCompany; (f) engage personnel (whether part-time or full-time), lawyers and independent accountants, analysts, traders, or such other persons with respect to the Fund’s investments, investment policies Company as the Investment Manager may deem necessary or advisable; (g) select brokers and accept soft dollars from such brokers in accordance with applicable laws regulations and codes of conduct; (h) to do such other acts as the purchase Manager may deem necessary or advisable in connection with the maintenance and sale of securities; (ii) supervise and monitor continuously the investment program administration of the Fund Company, including without limitation, communicating with investors and potential investors in the composition Company, preparing or causing to be prepared reports, financial statements and other communications with investors; (i) permit, where the Manager deems appropriate, the acceptance of late subscription requests and funds; and (j) authorize any employee or other agent of the Manager or agent or employee of the Company to act for and on behalf of the Company in all matters incidental to the foregoing. 3.2 The Manager will ensure that the Investment Advisor performs its portfolio duties, functions and determine what securities shall be purchased or sold by obligations in accordance with the Fund; (iii) arrangeInvestment Advisory Agreement. 3.3 Without limiting the generality of the foregoing, the Manager is hereby authorised to appoint the Investment Advisor to manage the Portfolio on a discretionary basis subject to the provisions Articles, the Private Placement Memorandum, and the Investment Advisory Agreement or as otherwise stipulated by the Directors, from time to time. 3.4 For the avoidance of Section 5 hereofdoubt, to the extent that this Agreement provides that the Manager can, will or is required to procure that the Investment Advisor can, will or is required to carry out a particular function pursuant to the Investment Advisory Agreement, the Manager is hereby authorised by the Company to carry out such functions to the extent that such functions are not delegated to the Investment Advisor pursuant to the Investment Advisory Agreement. 3.5 The Manager is hereby authorised to delegate to the Investment Advisor complete discretion for management of the Portfolio (and without prior reference to the Company or the Manager) to buy, sell (including without limitation short sales), retain, convert, execute, exchange or otherwise deal in Investments, borrow securities, incur indebtedness, make deposits, subscribe to issues and offers for sale of, and accept placings, underwritings and sub-underwritings, of any Investments, effect transactions whether or not on any recognised market or exchange and whether or not frequently traded on any such market or exchange (including, without limitation, derivatives, transactions, repurchase and reverse repurchase transactions, and securities lending transactions), negotiate, settle and sign for the purchase account of securities the Company any documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to the Portfolio by the Investment Advisor and otherwise act as the Investment Advisor judges appropriate in relation to the management and investment of the Portfolio subject to the terms of the Investment Advisory Agreement. 3.6 In carrying out its duties under this Agreement, the Manager may appoint agents and/or delegates (other investments for than the Fund Investment Advisor, in respect of which the authority to appoint is granted to the Manager by Clause 2.1(b)). 3.7 The Manager will procure that the Investment Advisor, in carrying out its duties under the Investment Advisory Agreement, will only appoint agents and/or delegates subject to the prior written agreement of the Manager. 3.8 The Manager will procure that the Investment Advisor will, provide the reports outlined in the Investment Advisory Agreement (and any other reports as may be reasonably required by the Company from time to time) to the Manager, the Company and the sale of securities Administrator in accordance with the time lines set out in relation thereto (or any other time lines reasonably determined by the Company from time to time). All reports will be provided in either an excel spreadsheet or other format as agreed between the Company, the Manager and the Investment Advisor or in such other investments held in format as may be reasonably determined by the portfolio of Company from time to time. The Manager shall procure that the Fund; and (iv) provide required reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms Investment Advisor in accordance with the Investment Advisory Agreement and this Clause 3.8 shall be generated from the internal systems of this Management Agreement the Investment Advisor and not from reports provided by the broker(s). 3.9 The Manager acknowledges that additional cash may be added to the Portfolio with prior notice to the Manager and subject to the provisions subscription procedure as prescribed in the Private Placement Memorandum and cash or other assets may be withdrawn from the Portfolio to enable the Company to meet redemptions of Section 5 hereofParticipating Shares and other outgoings as prescribed in the Private Placement Memorandum with prior written notice to the Manager before the month-end date on which such redemption shall be effected. 3.10 The Manager may give instructions to any Custodian to transfer cash or Investments held by them for the account of the Company in connection with the settlement of transactions or for collateral or cash margin management purposes. 3.11 Notwithstanding Clause 3.10, the Manager may obtain investment information, research is expressly prohibited from taking or assistance receiving possession of any of the Investments. The Manager is not permitted to make payments or transfer Investments from an account with any other person, firm or corporation Custodian to supplement, update or otherwise improve its investment management servicesanother account which is not maintained in the name of the Company. (c) Provided 3.12 The Manager will, or will procure that nothing herein shall the Investment Advisor will, retain, for a period of at least 6 years, or longer as required by any applicable law, such books, records and statements as may be deemed necessary to protect give to the Company a complete record of all transactions carried out by the Manager from willful misfeasanceand the Investment Advisor for the account of the Company, bad faith copies of any documents generated or gross negligence received by the Manager and the Investment Advisor in the ordinary course of business pertaining to the Company or the Portfolio or the compensation payable to the Manager and the Investment Advisor. 3.13 The Manager and the Investment Advisor are authorised to give the Custodian, the Administrator, dealers or counterparties (including central clearing counterparties) any instructions for the account of the Company, as the case may be, which may be necessary or desirable for the proper performance of its duties, or reckless disregard to its obligations and the their duties under this Management Agreement, Agreement and the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters Investment Advisory Agreement and the Company will confirm such authority to which this Management Agreement relatessuch parties on request. (d) Nothing in this Management Agreement shall prevent 3.14 The Company may enter into agreements which require the Manager or any officer thereof consent from acting as investment adviser or sub-adviser for any other personrelevant parties to the recording and retention of telephone conversations with respect to matters pertinent to the management of the Portfolio. The Manager, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective its directors, officers, membersemployees and agents each consent, stockholders or and will procure that the Investment Advisor, its directors, officers, employees from buyingand agents each consent, selling, or trading any securities for its own account or for to the account recording and retention of others for whom it or they such conversations and that such conversations may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreementrecorded without notice. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust must concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 20; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of the Silver Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Silver Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Silver Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors (with the prior consent of the Trustee and the Independent Review Committee, and after providing notice to the Unitholders pursuant to Section 17.3); (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each Fiscal Year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Silver Custodian to hold the Silver Bullion and the Custodian to hold the Trust Property other than the Silver Bullion, all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on the NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issue of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, and such other date(s) in each year, to prepare and deliver to the appropriate taxation authorities in Canada and the United States, all relevant tax filings and/or returns for the Trust that are required by Applicable Laws; (xxviii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxix) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxx) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxxi) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule A hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxii) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule B hereto; (xxxiii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiv) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as a portfolio manager under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Manager shallundertakes to provide both strategic and day-to-day management for the Company consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the direction oversight of the Board, the Manager shall, either directly or by engaging an Affiliate: (a) provide the daily management of the Company and control perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Manager deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors and any and all agents for any of the foregoing, including Affiliates of the Manager, and Persons acting in any other capacity deemed by the Trust’s Board Manager necessary or desirable for the performance of Trustees any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (ic) regularly provide investment consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's policies, and, as necessary, furnish the Directors with advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale making of securities; (ii) supervise and monitor continuously investments consistent with the investment program objectives and policies of the Fund Company and the composition of its portfolio and determine what securities shall in connection with any borrowings proposed to be purchased or sold undertaken by the Fund; Company; (iiid) arrange, subject to the provisions of Section 5 Sections 3(f) and 4 hereof, (i) locate, analyze and select potential investments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made, purchased or acquired by the Company; (iii) make investments in Property on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in the purchase of securities asset or capital structure of, and other investments for dispose of, reinvest the Fund and proceeds from the sale of securities or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; (e) provide the Directors with periodic reports regarding prospective investments held in Properties and Loans and its performance of services to the portfolio Company under this Agreement; (f) negotiate on behalf of the FundCompany with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Manager shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Manager in connection with the foregoing shall be the responsibility of the Company; (g) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to: (i) the negotiating, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (h) communicate on behalf of the Company with Shareholders and third parties as required to satisfy the reporting and other requirements of any governmental bodies or agencies and otherwise as requested by the Company; (i) provide reports on the foregoing or arrange for administrative services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Board of Trustees at each Board meeting.Company's business and operations; (bj) Provided that neither maintain the Trust nor books and records of the Fund shall be required to pay any compensation other than as provided by Company and provide the terms of this Management Agreement Company with such accounting data and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its information so requested concerning the investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel the Company as shall be required to provide corporate administration for prepare and to file all periodic financial reports and returns required to be filed with the FundSecurities and Exchange Commission and any other regulatory agency, including annual financial statements; (k) consult with the compilation officers and maintenance Directors of such records the Company and provide recommendations to the Directors of the Company with respect to its any offering of Securities by the Company; (l) provide the Company with all necessary cash management services; (m) retain for and on behalf of the Company such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company and the fulfillment of the Manager's duties as set forth herein. (n) provide services to the Company in connection with negotiations by the Company with investment banking firms, securities brokers or dealers and other institutions or investors in connection with the sale of securities of the Company and the securing of loans for the Company, provided, however, that the Manager shall not share in any fees paid by the Company to third parties for such services. (o) perform such other services as may reasonably be required. The required from time to time for management and other activities relating to the assets of the Company as the Manager shall, at its own expense, provide such officers for shall deem advisable under the Trust as its Board may requestparticular circumstances.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly 's manager and investment adviser to provide directly or to arrange through third parties, management and investment advice advisory services to it and recommendations to the each existing Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ''Board") and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ''Advisers Act"), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Fund. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust's Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Fund's investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the ''registration statement'') under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code'').

Duties of the Manager. Subject to the terms of the Certificate and the --------------------- supervision and/or prior approval (if required by the Certificate, Operating Agreement or this Agreement) of the Board, the Manager, at its own cost and expense, unless otherwise set forth herein, on behalf of the Company, shall use its best efforts to: (a) administer the day-to-day operations of the Company and perform or supervise the various administrative functions reasonably necessary for the management of the Company; (b) provide the executive and administrative personnel for the Company in an amount not less than three (3) Full-Time Equivalents, and the Manager shall require each of its employees assigned to the Company to determine by reasonable estimation the percentage of their time and effort devoted to the Company, which estimates shall be reviewed by the Board; all salaries, wages, payroll taxes, costs of employee benefit plans for such personnel shall be the responsibility of the Manager. The Manager shallshall have the right to replace an employee dedicated to the Company or change the time commitments of its employees at any time so long as not less than three Full Time Equivalents are dedicated to the Company; (c) provide office space and services, and all overhead required in rendering the foregoing services to the Company, including without limitation all rents, utility service, custodial services, postage, office equipment, seminar and travel expense, support staff, computer and information technology hardware, software and support services, and all other good and services necessary or expedient for the operation and administration of the Company; (d) investigate, select and, on behalf of the Company, engage and conduct business with consultants, accountants, lenders, attorneys, brokers, depositaries, insurers, banks, timber land owners, any and all agents for any of the foregoing, including Affiliates of the Manager, and persons acting in any other capacity deemed by the Board necessary or desirable for the performance of any of the foregoing services; provided that any fees, costs and expenses payable to third parties (including Affiliates of the Manager) incurred by the Manager in connection with the foregoing shall be the sole responsibility of the Company; (e) negotiate on behalf of the Company with timber landowners, timber consultants, loggers, mill operators and other persons in the business of production and processing of wood and other forest products, negotiate with banks or other lenders for loans to be made to the Company, and otherwise represent the Company in all of its business and non-business affairs, and enter into and perform any and all agreements associated therewith; (f) invest or reinvest any money of the Company, as directed by the Board or subject to such discretionary powers as the direction Board may from time to time delegate; (g) obtain timber cruise, evaluation and control appraisal reports (which may be prepared by the Trust’s Manager or its Affiliates) on any Timber Rights that the Company proposes to acquire; provided, however, that any fees, costs or expenses incurred or payable to third parties (including Affiliates of the Manager) in connection with the foregoing shall be the sole responsibility of the Company; (h) at any time reasonably requested by the Board (but not more than monthly) make reports of Trustees its performance of services to the Board; (i) regularly provide investment counsel the Company in connection with policy decisions to be made by the Board; (j) consult with the Board and the officers of the Company and furnish them with advice and recommendations to the Fund, with respect to the Fund’s investmentsacquisition, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program maintenance, operation and, upon liquidation of the Fund Company, disposition of Timber Rights or letters of intent therefor, and furnish advice and recommendations with respect to other aspects of the composition business and affairs of its portfolio the Company; and (k) perform such other services and determine what securities shall provide goods and materials as may be purchased or sold by the Fund; (iii) arrange, subject required from time to time for management and other activities relating to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio assets of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than Company as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained deem appropriate under the particular circumstances or as reasonably requested by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relatesthe Board. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Trust hereby employs the Manager shallto act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the direction and control by supervision of the Trustees of the Trust’s Board of Trustees (i) regularly provide investment , for the period and on the terms set forth in this Agreement. The Manager hereby accepts such employment, and undertakes to afford to the Fund the advice and recommendations to assistance of the Fund, with respect to Manager's organization in the Fund’s investments, investment policies choice of investments and in the purchase and sale of securities; (ii) supervise securities for the Fund and monitor continuously to furnish for the investment program use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the composition salaries and fees of its portfolio all personnel of the Manager performing services relating to research and determine what securities investment activities. The Manager shall for all purposes herein be purchased deemed to be an independent contractor and shall, except as otherwise expressly provided or sold by authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund; (iii) arrange, subject . The Manager shall provide the Fund with such investment management and supervision as the Fund may from time to time consider necessary for the proper supervision of the Fund. As investment Manager to the provisions of Section 5 hereofFund, for the purchase of Manager shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust of the Trust, By-Laws and registration statement of the Fund under the Investment Company Act of 1940, all as from time to time amended. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, notify the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence thereof in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreementwriting, the Manager shall not be liable bound by such determination for any loss sustained by reason the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of good faith errors the Fund, all actions which it deems necessary or omissions in connection with any matters desirable to which this Management Agreement relates. (d) Nothing in this Management Agreement implement the investment policies of the Fund. The Manager shall prevent place all orders for the Manager purchase or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any sale of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any portfolio securities for its own account or for the account of others the Fund either directly with the issuer or with brokers or dealers selected by the Manager, and to that end the Manager is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payment of cash for whom it the account of the Fund. In connection with the selection of such brokers or they dealers and the placing of such orders, the Manager shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be acting, provided selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Manager. The Manager is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such activities will not adversely affect amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or otherwise impair dealer, viewed in terms of either that particular transaction or the performance by any party of overall responsibilities which the Manager and its duties and obligations under this Management Agreement. (e) The Manager shall cooperate affiliates have with respect to accounts over which they exercise investment discretion. Subject to the Trust by providing the Trust with any information requirement set forth in the Manager’s possession necessary for supervising second sentence of this paragraph, the activities Manager is authorized to consider, as a factor in the selection of all administrative and clerical personnel as shall any broker or dealer with whom purchase or sale orders may be required to provide corporate administration for placed, the fact that such broker or dealer has sold or is selling shares of the Fund, including or of any other series of the compilation and maintenance Trust, or of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for other investment companies sponsored by the Trust as its Board may requestManager.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries, and any such obligations of the Company with respect to the Trust; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries of Macquarie Bank Limited within the Infrastructure and Specialized Funds Division (or any successor thereto) of the Macquarie Group (“ISF”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to ISF; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests and corresponding Trust Stock; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with shareholders and shareholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust must concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 20; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Bullion Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Bullion Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors (with the prior consent of the Trustee and the Independent Review Committee, and after providing notice to the Unitholders pursuant to Section 17.3); (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each Fiscal Year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Bullion Custodian to hold Bullion, and the Custodian to hold the Trust Property (other than Bullion held by the Bullion Custodian), all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on the NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issue of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, and such other date(s) in each year, to prepare and deliver to the appropriate taxation authorities in Canada and the United States, all relevant tax filings and/or returns for the Trust that are required by Applicable Laws; (xxviii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxix) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxx) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxxi) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule A hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxii) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule B hereto; (xxxiii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiv) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as a portfolio manager under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Fund hereby eengages the Manager shallto act as the investment adviser to the Fund and to manage the investment and reinvestment of the assets of the Fund, subject to the direction and control by supervision of the Trust’s Board of Trustees Directors of the Fund (the “Board”), for the period and upon the terms herein set forth, in accordance with (i) regularly provide the investment advice objective, policies and recommendations to the Fund, with respect to restrictions that are set forth in the Fund’s investmentsregistration statement on Form N-2 (File No. 811-23460) initially filed on August 2, investment policies 2019 (and as the purchase and sale of securitiessame shall be amended from time to time, the “Registration Statement”); (ii) supervise all other applicable federal and monitor continuously state laws, rules and regulations, and the investment program Fund’s charter and by-laws as the same shall be amended from time to time; and (iii) the Investment Company Act. Without limiting the generality of the Fund foregoing, the Manager shall, during the term and subject to the provisions of this Agreement: (i) determine the composition of its the portfolio of the Fund, the nature and determine what securities shall be purchased or sold timing of the changes therein and the manner of implementing such changes; (ii) identify/source, research, evaluate and negotiate the structure of the investments made by the Fund; (iii) arrangeclose and monitor the Fund’s investments; (iv) determine the securities and other assets that the Fund will purchase, retain, or sell; and (v) provide the Fund with such other investment advisory, research, and related services as the Fund may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board, the Manager shall have the power and authority on behalf of the Fund to effectuate its investment decisions for the Fund, including the execution and delivery of all documents relating to the Fund’s investments and the placing of orders for other purchase or sale transactions on behalf of the Fund. In the event that the Fund determines to acquire debt financing, the Manager will arrange for such financing on the Fund’s behalf, subject to the provisions oversight and approval of Section 5 hereof, the Board. If it is necessary or appropriate for the purchase Manager to make investments on behalf of securities and other investments the Fund through a special purpose vehicle, the Manager shall have authority to create or arrange for the Fund creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingInvestment Company Act). (b) Provided that neither The Manager hereby accepts such employment and agrees during the Trust nor term hereof to render the Fund shall be required to pay any services described herein for the compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesherein. (c) Provided that nothing herein shall be deemed The Manager is hereby authorized to protect enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Manager”) pursuant to which the Manager from willful misfeasance, bad faith or gross negligence may obtain the services of the Sub-Manager(s) to assist the Manager in fulfilling its responsibilities hereunder. Without limiting the performance generality of its duties, or reckless disregard to its obligations and duties under this Management Agreementthe foregoing, the Manager may retain a Sub-Manager to recommend specific securities or other investments based upon the Fund’s investment objective and policies, and work, along with the Manager, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Fund, subject to the oversight of the Manager and the Fund. The Manager shall not be liable responsible for any loss sustained compensation payable to any Sub-Manager. Any sub-advisory agreement entered into by reason the Manager shall be in accordance with the requirements of good faith errors or omissions in connection with any matters to which this Management Agreement relatesthe Investment Company Act and other applicable federal and state law. (d) Nothing The Manager shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein or in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other personagreement between the Fund and the Manager, firm shall have no authority to act for or corporation and shall not represent the Fund in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair be deemed an agent of the performance by any party of its duties and obligations under this Management AgreementFund. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative keep and clerical personnel as shall be required to provide corporate administration preserve for the Fund, including period required by the compilation Investment Company Act any books and maintenance records relevant to the provision of such its investment advisory services to the Fund and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to its operations the Fund’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably be requiredrequest. The Manager shall, at its own expense, provide such officers agrees that all records that it maintains for the Trust as its Board Fund are the property of the Fund and will surrender promptly to the Fund any such records upon the Fund’s request, provided that the Manager may requestretain a copy of such records. (f) The Manager shall be primarily responsible for the execution of any trades in securities in the Fund’s portfolio and the Fund’s allocation of brokerage commissions.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust shall concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 20; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of the Gold Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Gold Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Gold Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors; (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each fiscal year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Gold Custodian to hold the Gold Bullion and the Custodian to hold the Trust Property other than the Gold Bullion, all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on the NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issue of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxviii) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxix) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxx) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule A hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxi) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule B hereto; (xxxii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiii) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as an investment adviser under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company's and the Managed Subsidiaries' business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the "SERVICES": (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries, and any such obligations of the Company with respect to the Trust; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company's Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries of Macquarie Bank Limited within the Infrastructure and Specialized Funds Division (or any successor thereto) of the Macquarie Group ("ISF"), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company's acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Affiliate of the Manager has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to ISF; (ii) any Affiliate of the Manager is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a "NEW INVESTMENT VEHICLE"); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any of its Affiliates; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company's criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests and corresponding Trust Stock; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company's Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company's Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company's and the Managed Subsidiaries' day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company's property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors' and officers' insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with shareholders and shareholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager's obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager's obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all moneys payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company and the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company's internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by such Boards of Directors, (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager's obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by the Board of Directors of the Company (or such committee). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company's and any loss sustained by reason relevant Managed Subsidiary's Board of good faith errors or omissions Directors, in connection with any matters to which this Management Agreement relates. (d) Nothing each case in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate accordance with the Trust Company's internal policy regarding action requiring Board approval or as otherwise determined by providing the Trust with any information in such Board of Directors or the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestCompany Officers.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to its obligations time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and duties under manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Management AgreementSection 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group (“MIRA”), the Manager shall will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be liable for offered to any loss sustained by reason other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from acting time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of Company Common Units; (ix) recommend to the Board of Directors of the Company and, as investment adviser applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or sub-adviser for development of, any other personpart of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, firm recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or corporation and shall not companies in any way limit or restrict which the Manager Company, the Managed Subsidiaries or any of their respective directorsSubsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Stockholders; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, officersaccountants, memberslegal counsel and other accounting, stockholders financial or employees from buyinglegal advisers and technical, sellingcommercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or trading as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any securities for its own account or for Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the account Company, including any and all accounting and investor relations services (such as the preparation and organization of others for whom it or they may be actingcommunications with Stockholders and Stockholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, provided that the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such activities will not adversely affect or otherwise impair coverage as is reasonable having regard to the performance by any party nature and extent of its duties and the Manager’s obligations under this Management Agreement.; (eii) The Manager shall cooperate exercise all due care, loyalty, skill and diligence in carrying out its duties under this Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with the Trust by providing the Trust with any all information in relation to the performance of the Manager’s possession necessary for supervising obligations under this Agreement as the activities Board of all administrative and clerical personnel as shall be required to provide corporate administration for Directors and/or the Fund, including the compilation and maintenance of such records with respect to its operations as Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be required. The deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager shallto enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, at its own expenseprepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, provide investment or sale of any part of the Business proposed for consideration by any such officers for the Trust as its Board may request.of Directors (or any applicable committee thereof),

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly 's manager and investment adviser to provide directly or to arrange through third parties, management and investment advice advisory services to it and recommendations to the each existing Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ''Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ''Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Fund. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust's Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Fund's investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the ''registration statement'') under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code'').

Duties of the Manager. The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions and authority as the Board of Directors may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed through one or more of its Affiliates or subsidiaries) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation: (a) The serve as the Company’s investment and financial advisor; (b) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company, including the administrative services described on Exhibit A to this Agreement; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Manager shall, subject deems necessary to the direction proper performance of its obligations hereunder, including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and control the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Manager, and Persons acting in any other capacity deemed by the TrustManager necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board of Trustees (i) regularly provide investment with advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale making of securities; (ii) supervise and monitor continuously investments consistent with the investment program objectives and policies of the Fund Company and the composition of its portfolio and determine what securities shall in connection with any borrowings proposed to be purchased or sold undertaken by the Fund; Company; (iiie) arrange, subject to the provisions of Section 5 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make Investments on behalf of the Company in compliance with the investment objectives and policies of the Company; (v) negotiate the terms of and arrange for financing and refinancing and make other changes in the assets or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) negotiate and enter into agreements relating to Real Estate Assets and, to the extent necessary, perform all other operational functions for the purchase maintenance and administration of securities such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (ix) engage, oversee, supervise and evaluate property managers who perform services for the Company; (x) engage, oversee, supervise and evaluate Persons with whom the Manager contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other investments record-keeping functions for the Fund Company, including reviewing and analyzing the sale of securities capital and other investments held in operating budgets for the portfolio of Real Estate Assets and generating an annual budget for the FundCompany; and (ivxii) recommend various liquidity events to the Board when appropriate; (f) upon request, but no less than quarterly, provide the Board with periodic reports regarding prospective investments; (g) negotiate the terms of and make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board; (h) within the discretionary limits and authority as granted by the Board, negotiate on behalf of the Company with banks or other lenders for Loans to be made to the Company, and negotiate with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company, but in no event in such a manner so that the Manager shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Manager in connection with the foregoing shall be the responsibility of the Company; (i) at least quarterly, and at any other time reasonably requested by the Board, obtain reports (which may, but are not required to, be prepared by the Manager or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments of the Company; (j) at least quarterly, and at any other time reasonably requested by the Board, make reports to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms its performance of this Management Agreement and subject services to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties Company under this Management Agreement, the Manager shall not be liable for any loss sustained by reason Agreement (including reports with respect to potential conflicts of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict interest involving the Manager or any of their respective directorsits Affiliates), officersthe composition and characteristics of the Company’s portfolio, members, stockholders or employees and compliance with the Company’s Investment Guidelines and other policies approved from buying, sellingtime to time by the Board; (k) provide the Company with all necessary cash management services; (l) deliver to, or trading maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any securities for its own account or for the account of others for whom it or they Real Estate Assets as may be acting, provided that such activities will not adversely affect or otherwise impair required to be obtained by the performance by any party of its duties and obligations under this Management Agreement.Board; (em) The Manager shall cooperate with notify the Trust by providing the Trust with any information in Board of all proposed transactions outside of the Manager’s possession necessary delegated authority and obtain Board approval of same before they are completed; (n) negotiate and effect any tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board; (o) perform investor-relations and Stockholder communications functions for supervising the activities Company; (p) render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein; (q) maintain the Company’s accounting and other records and assist the Company in filing all administrative and clerical personnel as shall be reports required to provide corporate administration for be filed by it with the FundSEC, including the compilation Internal Revenue Service and other regulatory agencies; (r) do all things necessary to assure its ability to render the services described in this Agreement; (s) advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable Treasury Regulations promulgated under the Code, as amended from time to time, and use its commercially reasonable efforts to cause the Company to qualify as a REIT and to maintain its qualification as a REIT for U.S. federal income tax purposes; (t) advise the Company regarding the maintenance of their exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such records exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status; (u) assist the Company in qualifying to do business in all applicable jurisdictions in which the Company or their subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses; (v) assist the Company in complying with all regulatory requirements applicable to them with respect to its operations their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, the Securities Act or by the NYSE; (w) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may reasonably be required. The Manager shall, at its own expense, provide such officers required for the Trust Company and its subsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations) and the rules and requirements of the NYSE or such other securities exchange on which the Shares are listed, and as otherwise requested by the Board; (x) handle and resolve on behalf of the Company (including its Board subsidiaries) all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its subsidiaries may requestbe involved (other than with the Manager or its Affiliates) or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board; and (y) use commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws. Notwithstanding the foregoing, the Manager may delegate any of the foregoing duties to any Person so long as the Manager remains responsible for the performance of the duties set forth in this Section 3; provided, however, that the delegation by the Manager of any of the foregoing duties to another Person shall not result in an increased Management Fee or additional expenses payable hereunder.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly general manager and investment adviser to provide investment advice and recommendations directly or to the Fund, with respect to the Fund’s investmentsarrange through third parties, investment policies advisory and the purchase general management services to it and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the to each existing Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s) investment subadviser(s) or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Fund, directly or through investment subadvisers. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Fund’s investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the “registration statement”) under the Securities Act of 1933, as amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. (a) The Trust hereby engages the Manager shallto act as the Trust's general manager to provide or to arrange for the provision of, directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each Fund of the Trust as set forth on Schedule A hereto and to any additional investment portfolios that the Trust may establish in the future; and to provide or to arrange to provide the above services subject to the direction supervision of the board of trustees of the Trust (the "Board"), for the period and control on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expense (with the exception of independent accounting services, and independent legal counsel for the disinterested trustees of the Board if such counsel is engaged, such services to be paid for by the Trust’s Board of Trustees (i) regularly ), to provide or to arrange to provide, such investment advice advisory and recommendations general management services, and to assume the Fund, with respect to obligations set forth in this Agreement for the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject compensation provided for herein. Subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund 1940 Act and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofAdvisers Act, the Manager may obtain retain any affiliated or unaffiliated parties including, but not limited to, investment informationadviser(s) and/or investment sub-adviser(s), research custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), and accountant(s) to perform any or assistance from all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing parties performing services for the Manager shall for all purposes herein shall be deemed to protect be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Manager from willful misfeasance, bad faith Trust or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not a Fund in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party be deemed agents of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the or a Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expensefor purposes of this Agreement, provide such officers have and exercise full investment discretion and authority to act as agent for the Trust as its Board may requestin buying, selling or otherwise disposing of or managing the Trust's investments, directly or through sub-advisers, subject to supervision by the Board.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly 's general manager and investment adviser to provide investment advice and recommendations directly or to the Fund, with respect to the Fund’s investmentsarrange through third parties, investment policies advisory and the purchase general management services to it and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereofeach existing Portfolio, for the purchase of securities period on the terms and other investments for conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the Fund and the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the "Board") and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s) or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Portfolio in any way or otherwise be deemed agents of the Trust or a Portfolio. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Portfolio, directly or through investment subadvisers. (1) the restrictions of the Trust's Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Portfolio's investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the "registration statement") under the Securities Act of 1933, as amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code").

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly manager and investment adviser to provide directly or to arrange through third parties, management and investment advice advisory services to it and recommendations to the each existing Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Fund. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Fund’s investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the “registration statement”) under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. 3.1 Subject to the overall control and supervision of the Directors, the Manager shall act as manager of the Company in accordance with the provisions of this Agreement. The Manager shall perform such duties as are customarily performed by a manager of Investments, or as may be agreed from time to time between the parties and may, subject to compliance with the provisions of the Private Placement Memorandum, and the Articles: (a) The Manager shallborrow or raise monies for the account of the Company, and, from time to time without limitation as to amount or manner and time of repayment, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness; (b) open, maintain and close bank accounts, brokerage accounts and custody accounts in the name of the Company and, subject to compliance with applicable laws and regulations, give instructions with respect to such accounts; (c) do any and all acts on behalf of the direction Company and control by exercise all rights of the Trust’s Board Company with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Trustees shares, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (id) regularly provide investment advice and recommendations lend, with or without security, any of the investments, funds or other property of the Company; (e) organize one or more corporations formed to hold record title, as nominee for the Company, to investments or funds attributable to the FundCompany; (f) engage personnel (whether part-time or full-time), lawyers and independent accountants, analysts, traders, or such other persons with respect to the Fund’s investments, investment policies and Company as the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased Investment Manager may deem necessary or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting.advisable; (bg) Provided that neither the Trust nor the Fund shall be required select brokers and accept soft dollars from such brokers in accordance with applicable laws regulations and codes of conduct; (h) to pay any compensation do such other than acts as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment informationdeem necessary or advisable in connection with the maintenance and administration of the Company, research including without limitation, communicating with investors and potential investors in the Company, preparing or assistance from causing to be prepared reports, financial statements and other communications with investors; (i) permit, where the Manager deems appropriate, the acceptance of late subscription requests and funds; and (j) authorize any employee or other person, firm agent of the Manager or corporation agent or employee of the Company to supplement, update or otherwise improve its investment management servicesact for and on behalf of the Company in all matters incidental to the foregoing. (c) Provided 3.2 The Manager will ensure that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of Investment Advisor performs its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties functions and obligations under this Management in accordance with the Investment Advisory Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group (“MIRA”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with Members and Member meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject to the direction and control by of the Trust’s Board of Trustees Directors of the Corporation, manage the affairs of each Portfolio and agrees to provide the services described in this Agreement on the terms set forth herein. The Manager will enter into an agreement dated the date hereof (ithe "Subadvisory Agreement") regularly with Xxxxxxxx Xxxxxxxxx Co. (the "Subadviser") pursuant to which the Subadviser will provide each Portfolio with investment management services, including investment research, advice and recommendations to the Fundsupervision, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what determining which securities shall be purchased or sold by the Fund; (iii) arrangeeach Portfolio, making purchases and sales of securities on behalf of each Portfolio and determining how voting and other rights with respect to securities of each Portfolio shall be exercised, subject in each case to the provisions control of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor Corporation and in accordance with the Fund objectives, policies and principles set forth in the Registration Statement and Prospectus of the Corporation and the requirements of the 1940 Act and other applicable law. The Manager will continue to have responsibility for investment management services provided under the Subadvisory Agreement. In the event the Subadviser ceases to provide such investment management services to the Corporation, they shall be required to pay any compensation other than as provided by the terms Manager or by such other form as may be selected by the Corporation and approved in accordance with applicable requirements. In connection with the performance of this Management Agreement and subject to the provisions of Section 5 hereofits duties hereunder, the Manager may obtain investment informationshall provide such office space, research or assistance from such bookkeeping, accounting, internal legal, clerical, secretarial and administrative services exclusive of, and in addition to, any such services provided by any others retained by the Corporation) and such executive and other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein personnel as shall be deemed to protect necessary for the operations of the Portfolios. The Corporation understands that the Manager from also acts as the manager of all of the investment companies in the Xxxxxxxx Group. Subject to Section 36 of the 1940 Act, the Manager shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Portfolios and the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard to of its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly 's general manager and investment adviser to provide investment advice and recommendations directly or to the Fund, with respect to the Fund’s investmentsarrange through third parties, investment policies advisory and the purchase general management services to it and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereofeach existing Portfolio, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the "Board") and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s) or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Portfolio in any way or otherwise be deemed agents of the Trust or a Portfolio. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Portfolio, directly or through investment subadvisers. (1) the restrictions of the Trust's Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Portfolio's investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the "registration statement") under the Securities Act of 1933, as amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code").

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the Fund’s investmentsTrust: (i) to determine the investment objectives and strategies applicable to the Trust, investment policies including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the purchase Investment Policy applicable to the Trust must concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and sale provided further that any material change in such Investment Policy shall be subject to the consent or approval of securitiesthe Unitholders in the manner provided for in Article 20; (ii) supervise and monitor continuously to ensure that the Trust complies with Applicable Laws including those relating to the investment program of the Fund Trust Property, the distribution of the Units and the composition of its portfolio and determine what securities shall be purchased or sold by the Fundapplicable stock exchange listing requirements; (iii) arrange, subject to monitor the provisions performance of Section 5 hereof, for the purchase of securities Gold Bullion and other investments for the Fund and the sale of securities and other investments held in the portfolio of the FundTrust Property; and (iv) to provide reports services in respect of the Trust’s daily operations, including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the acceptance and rejection of subscriptions, Gold Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Gold Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (including, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and administration of the Trust; (viii) to provide to the Trust, adequate for carrying on the foregoing to undertaking and business of the Board Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of Trustees at each Board meeting. (b) Provided that neither the operations of the Trust nor the Fund shall and other usual and ordinary office services that may be required to pay any compensation properly and efficiently carry out its duties set forth in this Trust Agreement and the Management Agreement; (ix) to provide to the Trust all other than as provided administrative and other services and facilities required by the terms of this Management Agreement and subject Trust in relation to the provisions Unitholders and be responsible for all aspects of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection Trust’s relationship with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the FundUnitholders, including the compilation preparation for and maintenance holding of such records with respect to its operations as may reasonably be required. The Manager shallmeetings of Unitholders, at its own expense, provide such officers and other services for the Trust as its Board may request.provision of information to Unitholders;

Duties of the Manager. (a) The To the extent that, at law or in equity, the Manager shall, subject to the direction has duties (including fiduciary duties) and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations liabilities relating thereto to the Fund, with respect the Shareholders or any other Person, the Manager acting under this Agreement shall not be liable to the Fund’s investments, investment policies and the purchase and sale Shareholders or any other Person for its good faith reliance on the provisions of securities; (ii) supervise and monitor continuously this Agreement subject to the investment program standard of care set forth in SECTION 5.5 herein. In fulfilling its duties, the Manager may take into account such factors as the Manager deems appropriate or necessary. Neither the Manager nor any other manager of the Fund and the composition of its portfolio and determine what securities shall be purchased subject to any other or sold different standard and, to the extent that, at law or in equity, any Manager has duties (including fiduciary duties) and liabilities, all such duties and liabilities are replaced by the Fund; duties and liabilities of a Manager expressly set forth in this Agreement. To the fullest extent permitted by law, no Person other than the Manager shall have any duties (iiiincluding fiduciary duties) arrange, subject or liabilities at law or in equity to the provisions of Section 5 hereofFund, for the purchase of securities and Shareholders or any other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingPerson. (b) Provided Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Fund, any Shareholder or any other Person, on the other hand; or (ii) whenever this Agreement or any other agreement contemplated herein provides that neither the Trust nor Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Fund Fund, any Shareholder or any other Person, the Manager shall be required resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to pay such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any compensation other than as customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the terms Manager shall not constitute a breach of this Management Agreement and subject to the provisions or any other agreement contemplated herein or of Section 5 hereof, any duty or obligation of the Manager may obtain investment information, research at law or assistance from any other person, firm in equity or corporation to supplement, update or otherwise improve its investment management servicesotherwise. (c) Provided that nothing herein shall be deemed to protect The Manager and any Affiliate of the Manager from willful misfeasancemay engage in or possess an interest in profit-seeking or business ventures of any nature or description, bad faith independently or gross negligence in with others, whether or not such ventures are competitive with the performance Fund and the doctrine of its dutiescorporate opportunity, or reckless disregard any analogous doctrine, shall not apply to its obligations the Manager. If the Manager acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Fund, it shall have no duty to communicate or offer such opportunity to the Fund, and duties under this Management Agreement, the Manager shall not be liable to the Fund or to the Shareholders for breach of any loss sustained fiduciary or other duty by reason of good faith errors the fact that the Manager pursues or omissions acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Fund. Neither the Fund nor any Shareholder shall have any rights or obligations by virtue of this Agreement in connection or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the purposes of the Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Manager may engage or be interested in any matters to which this Management Agreement relatesfinancial or other transaction with the Fund, the Shareholders or any Affiliate of the Fund or the Shareholders. (d) Nothing To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Management Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall prevent be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Manager Fund, the Shareholders or any officer thereof from acting as investment adviser other Person, or sub-adviser for any other person(b) in its “good faith” or under another express standard, firm or corporation the Person shall act under such express standard and shall not be subject to any other or different standard. The term “good faith” as used in any way limit or restrict this Agreement shall mean subjective good faith and the duty of the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for to act in “good faith” shall mean that the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records act honestly in its dealings with respect to the powers which have been conferred on the Manager in its operations capacity as may reasonably a manager of the Fund and shall not, to the fullest extent permitted by applicable law, be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestheld to any higher or different standard.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly manager and investment adviser to provide directly or to arrange through third parties, management and investment advice advisory services to it and recommendations to the each existing Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ‘‘Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ‘‘Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Fund. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Fund’s investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the ‘‘registration statement’’) under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code’’).

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly 's general manager and investment adviser to provide investment advice and recommendations directly or to the Fund, with respect to the Fund’s investmentsarrange through third parties, investment policies advisory and the purchase general management services to it and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereofeach existing Portfolio, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the "Board") and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s) or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, he independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Portfolio in any way or otherwise be deemed agents of the Trust or a Portfolio. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Portfolio, directly or through investment subadvisers. (1) the restrictions of the Trust's Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Portfolio's investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the "registration statement") under the Securities Act of 1933, as amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of* 1986, as amended (the "Code").

Duties of the Manager. (a) The Manager shall, at all times will be subject to the direction supervision of ICCMIC's Board of Directors (the "Board of Directors") and control will have only such functions and authority as the Company delegates to it. The Manager will advise the Board of Directors as to the activities and operations of the Company. The Manager shall be responsible for the day-to-day business affairs of the Company pursuant to the authority granted to it by the Trust’s Board of Trustees Directors under this Agreement, and the Manager will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be directed by the Board of Directors or as the Manager otherwise considers appropriate, including: (i) regularly provide investment advice and recommendations to serving as the Fund, Company's consultant with respect to formulation of investment criteria and preparation of policy Guidelines by the Fund’s investments, investment policies and the purchase and sale Board of securities; Directors; (ii) supervise advising and monitor continuously representing the investment program of Company in connection with the Fund acquisition and commitment to acquire assets, the sale and commitment to sell assets, and the composition maintenance and administration of its portfolio and determine what securities shall be purchased or sold by the Fund; of assets; (iii) arrangeadvising the Company regarding, subject to and arranging for, (a) the provisions issuance of Section 5 hereofCMOs collateralized by the Company's Mortgage Loans, for (b) reverse repurchase agreements on the purchase of securities Company's MBS Interests, and (c) other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and borrowings, as appropriate; (iv) provide furnishing reports on and statistical and economic research to the foregoing Company regarding the Company's activities and the services performed for the Company by the Manager; (v) monitoring and providing to the Board of Trustees at each Directors on an ongoing basis price information and other data obtained from dealers that maintain markets in assets identified by the Board meeting.of Directors from time to time, and providing data and advice to the Board of Directors in connection with the identification of such dealers; (bvi) Provided that neither the Trust nor the Fund shall be providing executive and administrative personnel, administering office space and office services required to pay any compensation other than as provided by the terms of this Management Agreement and subject in rendering services to the provisions Company; administering the day-to-day operations of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in Company; and performing and supervising the performance of its dutiessuch other administrative functions necessary in the management of the Company, or reckless disregard to its including the collection of revenues and the payment of the Company's debts and obligations and duties under this Management Agreementmaintenance of appropriate computer services to perform such administrative functions; (vii) communicating on behalf of the Company with the holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders; (viii) to the extent not otherwise subject to an agreement executed by the Company, designating a servicer for mortgage loans sold to the Manager shall not be liable Company and arranging for any loss sustained by reason the monitoring and administering of good faith errors or omissions such servicers; (ix) counseling the Company in connection with any matters policy decisions to which this Management Agreement relates.be made by the Board of Directors; (dx) Nothing engaging in this Management Agreement shall prevent hedging activities on behalf of the Manager Company which are consistent with the Company's status as a REIT and with the Guidelines; (xi) upon request by the Board of Directors and in accordance with the Guidelines, investing or reinvesting any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict money of the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for Company; (xii) counseling the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair Company regarding the performance by any party maintenance of its duties exemption from the Investment Company Act and obligations under this Management Agreement.monitoring compliance with the requirements for maintaining exemption from that Act; (exiii) The Manager shall cooperate counseling the Company regarding the maintenance of its status as a REIT and monitoring compliance with the Trust by providing the Trust with any information various REIT qualification tests and other rules set out in the Manager’s possession necessary for supervising Code and the activities of income tax regulations promulgated (the "Treasury Regulations") thereunder; and (xiv) counseling the Company as to compliance with all administrative and clerical personnel as shall be required to provide corporate administration for the Fundapplicable laws, including those that would require the compilation and maintenance of such records with respect Company to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestqualify to do business in particular jurisdictions.

Duties of the Manager. (a) The Manager shall, subject to shall manage the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program affairs of the Fund including, but not limited to, continuously providing the Corporation with investment management services, including investment research, advice and the composition of its portfolio and determine what supervision, determining which securities shall be purchased or sold by the Fund; (iii) arrange, making purchases and sales of securities on behalf of the Fund and determining how voting and other rights with respect to securities of the Fund shall be exercised, subject in each case to the provisions control of Section 5 hereofthe Board of Directors of the Corporation and in accordance with the objectives, policies and principles set forth in the Registration Statement and Prospectus(es) of the Corporation and the requirements of the Investment Company Act of 1940 (the “1940 Act”) and other applicable law. The Manager will enter into an agreement dated the date hereof (the “U.S. Subadvisory Agreement”) with LaSalle Investment Management (Securities), L.P. (the “U.S. Subadviser”) pursuant to which the U.S. Subadviser may provide the Fund with the type of investment management services described above. The U.S. Subadviser will enter into an agreement dated the date hereof (the “Sub-Subadvisory Agreement” and together with the U.S. Subadvisory Agreement, the “Subadvisory Agreements,” and each, a “Subadvisory Agreement”) with LaSalle Investment Management Securities B.V. (“Global Subadviser,” together with the U.S. Subadviser, the “Subadvisers” and each a “Subadviser”) pursuant to which the Global Subadviser may provide the Fund with the type of investment management services described above. The Manager will continue to have responsibility for investment management services provided under any Subadvisory Agreement. In the event that any Subadviser ceases to provide such investment management services to the Fund, they shall be provided by the Manager, the remaining Subadviser, if any, or by such other person or entity as may be selected by the Corporation and approved in accordance with applicable requirements. In connection with the performance of its duties hereunder, the Manager shall provide such office space, such bookkeeping, accounting, internal legal, clerical, secretarial and administrative services (exclusive of, and in addition to, any such services provided by any others retained by the Corporation) and such executive and other personnel as shall be necessary for the purchase operations of securities and other investments the Fund. The Corporation understands that the Manager also acts as the manager of all of the investment companies in the Xxxxxxxx Group. Subject to Section 36 of the 1940 Act, the Manager shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund and the sale performance of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of its duties under this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard to of its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company's and the Managed Subsidiaries' business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the "SERVICES:" (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries, and any such obligations of the Company with respect to the Trust; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company's Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries of Macquarie Bank Limited within the Infrastructure and Specialized Funds Division (or any successor thereto) of the Macquarie Group ("ISF"), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company's acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to ISF; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a "NEW INVESTMENT VEHICLE"); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company's criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests and corresponding Trust Stock; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company's Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company's Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company's and the Managed Subsidiaries' day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company's property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with shareholders and shareholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager's obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager's obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company's internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager's obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company's and any loss sustained relevant Managed Subsidiary's Board of Directors, in each case in accordance with the Company's internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions and authority as the Board of Directors may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform or cause to be performed through one or more of its Affiliates; or subsidiaries or appropriate Third Parties, such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation (collectively, “Manager’s Duties”): (a) The negotiate and execute all XXXX’R and other similar agreements with the Company’s customers; (b) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company (including providing services in connection with the operation of the XXXX’R), including without limitation the Administrative Services; (c) conduct diligence by employing Xxxxxxx Xxxxx’ current underwriting team to conduct a thorough independent diligence assessment of each proposed transaction, ensuring adherence to the Investment Guidelines and assessing the credibility of the home builder’s financial projections, and, in doing so, the Manager shallwill leverage third-party market data and internal proprietary datasets to formulate an autonomous evaluation of projected home selling prices, sales pace, and profit margins for each community. In general, such due diligence would include a thorough legal evaluation that ensures the land has received all necessary entitlement and environmental approvals, unless the Manager is able to negotiate arrangements with the home builder where the Manager determines that there is not a need to conduct such an extensive legal analysis on the proposed transaction; (d) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Manager deems necessary to the proper performance of its obligations hereunder (“Third Parties”), including, but not limited to, consultants, accountants, lenders, attorneys, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Manager, and Persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company with any of the foregoing. Third Parties shall not be compensated by the Company; (e) subject to the direction oversight of the Independent Directors of the Board and control by the Trust’s Board terms and conditions of Trustees this Agreement (i) regularly including the Investment Guidelines and the Allocation Policy), identify, investigate, analyze and select other Persons to which the Company can provide investment advice the XXXX’R or other land bank services. Once Persons are identified, the Manager shall evaluate and recommendations to the Fund, negotiate agreements with respect to the Fundforegoing on behalf of the Company and in furtherance of the Company’s investmentsstrategic objectives; (f) negotiate agreements providing for the issuance of additional Shares on behalf of the Company to other Persons provided that any such issuance of additional Shares shall be approved by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors; (g) in addition to services related to providing the XXXX’R to the Company’s customers, render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein, including locating, analyzing and selecting potential Investments (including real estate assets), and negotiating and entering into agreements relating to Investment and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments; (h) negotiate on behalf of the Company with banks or other lenders for Loans or other borrowing transactions to be made to the Company provided that any Loan or other borrowing transaction shall be approved by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors; (i) provide the Company with all necessary cash management services, and manage accounting and other record keeping functions for the Company; (j) perform investor-relations and Stockholder communications functions for the Company; (k) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies; (l) advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable Treasury Regulations promulgated under the Code, as amended from time to time, and use its reasonable best efforts to cause the Company to qualify as a REIT and to maintain its qualification as a REIT for U.S. federal income tax purposes; (m) cause to be prepared, within twenty-five (25) days of the end of each quarter, quarterly asset, income, and distribution testing for REIT purposes, including determination of the fair market value of any investment policies in a “taxable REIT subsidiary” (within the meaning of Section 856) and any intercompany notes intended to qualify as “real estate assets” under Section 856(c)(5)(B); (n) provide the Company with an updated model of the Manager’s REIT cashflow calculations annually; (o) advise the Company regarding the maintenance of their exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status; (p) assist the Company in qualifying to do business in all applicable jurisdictions in which the Company or their subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses; (q) assist the Company in complying with all applicable regulatory requirements applicable to them with respect to its business activities, including compliance with SOX and Xxxx Xxxxx rules and preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, the Securities Act or by the NYSE; (r) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the Company and its subsidiaries to comply with applicable law (including the Securities Act and the purchase Exchange Act), regulation (including SEC regulations) and sale of securities; (ii) supervise the rules and monitor continuously the investment program requirements of the Fund NYSE or such other securities exchange on which the Shares or other securities of the Company are listed, and the composition of its portfolio and determine what securities shall be purchased or sold as otherwise requested by the Fund; Board; (iiis) arrangehandle and resolve on behalf of the Company (including its subsidiaries) all claims, disputes or controversies, including all litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its subsidiaries may be involved (other than with the Manager or its Affiliates) or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the provisions of Section 5 hereof, for Board; (t) use commercially reasonable efforts to cause the purchase of securities Company and its subsidiaries to comply with all applicable laws; (u) render such other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to services as may be determined by the Board of Trustees at each Board meeting.Directors consistent with the terms and conditions herein; (bv) Provided use its commercially reasonable efforts to ensure that neither the Trust nor Company complies with its responsibilities and obligations under the Fund shall be required various agreements, including agreements with Lennar; (w) make available sufficiently experienced and qualified personnel to pay any compensation other than perform all services, including serving as provided by officers of the terms of Company; and (x) do all things necessary to assure its ability to render the services described in this Management Agreement and subject to Agreement; Notwithstanding the provisions of Section 5 hereofforegoing, the Manager may obtain investment information, research or assistance from delegate any other person, firm or corporation of the foregoing duties to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect any Third Parties so long as the Manager from willful misfeasance, bad faith or gross negligence in remains responsible for the performance of its dutiesthe duties set forth in this Section 3; provided, or reckless disregard to its obligations and duties under this Management Agreementhowever, that the Manager will pay all costs of the delegation of any of the foregoing duties to Third Parties, which shall not be liable for any loss sustained by reason of good faith errors result in an increased Management Fee or omissions additional expenses payable hereunder. Notwithstanding the foregoing, in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement no event shall prevent the Manager delegate all or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party substantially all of its duties and obligations under this Management Agreementto Third Parties. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly general manager and investment adviser to provide investment advice and recommendations directly or to the Fund, with respect to the Fund’s investmentsarrange through third parties, investment policies advisory and the purchase general management services to it and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereofeach existing Portfolio, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s) or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Portfolio in any way or otherwise be deemed agents of the Trust or a Portfolio. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of each Portfolio, directly or through investment subadvisers. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to each Portfolio’s investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the “registration statement”) under the Securities Act of 1933, as amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. (a) The Manager shall, subject to shall manage the direction and control by affairs of the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, Corporation with respect to each Series as hereinafter defined including, but not limited to, continuously providing the Fund’s investmentsCorporation with investment management, including investment policies research, advice and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what supervision, determining which securities shall be purchased or sold by the Fund; (iii) arrangeCorporation, making purchases and sales of securities on behalf of the Corporation and determining how voting and other rights with respect to securities of each Series shall be exercised, subject in each case to the provisions control of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor Corporation and in accordance with the Fund shall be required to pay any compensation other than objectives, policies and principles set forth in the Registration Statement and Prospectus as provided by of the terms of this Management Agreement and subject Corporation relating to the provisions Series and the requirements of Section 5 hereofthe Investment Company Act of l940 (the "Act") and other applicable law. In performing such duties, the Manager may obtain shall provide such office space, such bookkeeping, accounting, internal legal, clerical, secretarial and administrative services (exclusive of and in addition to, any such services provided by any others retained by the Corporation) and such executive and other personnel as shall be necessary for the operations of the Corporation. The Corporation understands that the Manager also acts as the manager of the investment informationcompanies in the Xxxxxxxx Group. As used herein a "Series" means the assets and liabilities of the Corporation attributable to any of the following classes of its common stock: the National Tax-Exempt Class, research or assistance from the New York Tax-Exempt Class, the Massachusetts Tax-Exempt Class, Michigan Tax-Exempt Class, the Minnesota Tax-Exempt Class, the Ohio Tax-Exempt Class and any other person, firm or corporation class of the Corporation's Common Stock to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect which the Corporation and the Manager from agree this Agreement shall apply. Subject to Section 36 of the Act, the Manager shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Corporation and the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard to of its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject Subject always to the direction oversight and control by the Trust’s Board supervision of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereofCompany, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect will manage the Manager from willful misfeasance, bad faith or gross negligence in Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the Certificate of Incorporation and the Bylaws, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the Certificate of Incorporation and the Bylaws and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager. (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:” (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries; (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP; (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or reckless disregard investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group (“MIRA”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate; (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company; (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary; (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds; (vii) recommend to the Board of Directors of the Company amendments and modifications to the Certificate of Incorporation and the Bylaws and this Agreement; (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of shares of Company Common Stock; (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be; (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company; (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment; (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Stockholders; (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval; (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts; (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments; (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment; (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with: (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and (B) any contractual obligations by which the Company or any Managed Subsidiary is bound; (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary; (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries; (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations; (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees; (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary; (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company; (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with Stockholders and Stockholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries. (c) In addition, the Manager must: (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Management Agreement as required by applicable law; (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request; (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable; (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be; (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof). (d) In connection with the performance of its obligations under this Agreement, the Manager shall not be liable for obtain approval of the Company’s and any loss sustained relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by reason any such Board of good faith errors or omissions in connection with any matters to which this Management Agreement relates. Directors (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser applicable committee thereof) or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management AgreementCompany Officers. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Manager shall, subject to the direction and control by of the Trust’s Board of Trustees Directors of the Corporation, manage the affairs of each Portfolio and agrees to provide the services described in this Agreement on the terms set forth herein. The Manager will enter into an agreement dated the date hereof (ithe "Subadvisory Agreement") regularly with Wellington Management Company, LLP (the "Subadviser") pursuant to which the Subadviser will provide each Portfolio with investment management services, including investment research, advice and recommendations to the Fundsupervision, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what determining which securities shall be purchased or sold by the Fund; (iii) arrangePortfolio, making purchases and sales of securities on behalf of the Portfolio and determining how voting and other rights with respect to securities of the Portfolio shall be exercised, subject in each case to the provisions control of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither Directors of the Trust nor Corporation and in accordance with the Fund objectives, policies and principles set forth in the Registration Statement and Prospectus of the Corporation and the requirements of the 1940 Act and other applicable law. The Manager will continue to have responsibility for investment management services provided under the Subadvisory Agreement. In the event the Subadviser ceases to provide such investment management services to the Corporation, they shall be required to pay any compensation other than as provided by the terms Manager or by such other firm as may be selected by the Corporation and approved in accordance with applicable requirements. In connection with the performance of this Management Agreement and subject to the provisions of Section 5 hereofits duties hereunder, the Manager may obtain investment informationshall provide such office space, research or assistance from such bookkeeping, accounting, internal legal, clerical, secretarial and administrative services (exclusive of, and in addition to, any such services provided by any others retained by the Corporation) and such executive and other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein personnel as shall be deemed to protect necessary for the operations of each Portfolio. The Corporation understands that the Manager from also acts as the manager of all of the investment companies in the Seligman Group. Subject to Section 36 of the 1940 Xxx, xhe Manager shall not be liable to the Corporation for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of a Portfolio and the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard to of its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.

Duties of the Manager. (a) The Except as otherwise expressly provided herein, the Manager shall, subject to shall have the direction and control by the Trust’s Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, following duties with respect to the FundTrust: (i) to determine the investment objectives and strategies applicable to the Trust, including any restrictions on investments which it deems advisable and to implement such Investment Policy, provided that the Investment Policy applicable to the Trust must concur with those set forth in Article 22 or any current Disclosure Document or like offering document of the Trust, or in any amendment thereto, or the Management Agreement, and provided further that any material change in such Investment Policy shall be subject to the consent or approval of the Unitholders in the manner provided for in Article 20; (ii) to ensure that the Trust complies with Applicable Laws including those relating to the investment of the Trust Property, the distribution of the Units and applicable stock exchange listing requirements; (iii) to monitor the performance of Bullion and other Trust Property; (iv) to provide services in respect of the Trust’s investmentsdaily operations, investment policies including the processing of and determination of procedures applicable to subscriptions and redemptions of Units (including the purchase acceptance and rejection of subscriptions, Bullion Redemption Notices and Cash Redemption Notices) and to submit such subscriptions, Bullion Redemption Notices and Cash Redemption Notices to the Registrar and Transfer Agent for processing, and any other services not otherwise specifically contemplated by this Trust Agreement; (v) to offer Units for sale to prospective purchasers including the power and authority to enter into arrangements regarding the distribution and sale of securities; Units, including the Underwriting Agreement, and other arrangements relating to the right to charge fees of any nature or kind (iiincluding, without limitation, sales commissions, redemption fees, distribution fees and transfer fees) supervise in connection with the distribution or sale of Units. Any such fees may be deducted from the amount of a subscription, redemption proceeds or a distribution if not paid separately by a Unitholder; (vi) to determine from time to time the form of certificates that will represent the Units; (vii) to conduct or cause to be conducted the day-to-day correspondence and monitor continuously the investment program administration of the Fund Trust; (viii) to provide to the Trust, adequate for carrying on the undertaking and business of the Trust, all requisite office accommodation, office facilities and personnel, telephone and telecommunication services, stationery, office supplies, statistical and research services, record-keeping services, bookkeeping and internal accounting and audit services in respect of the operations of the Trust and other usual and ordinary office services that may be required to properly and efficiently carry out its duties set forth in this Trust Agreement and the composition Management Agreement; (ix) to provide to the Trust all other administrative and other services and facilities required by the Trust in relation to the Unitholders and be responsible for all aspects of its portfolio the Trust’s relationship with Unitholders, including the preparation for and determine what securities holding of meetings of Unitholders, and other services for the provision of information to Unitholders; (x) to establish general matters of policy and governance of the Trust subject, where specifically provided in this Trust Agreement, to the approval of the Trustee; (xi) to establish the Trust’s operating expense budgets and to authorize the payment of actual operating expenses incurred; (xii) to appoint the Auditors and to change the Auditors (with the prior consent of the Trustee and the Independent Review Committee, and after providing notice to the Unitholders pursuant to Section 17.3); (xiii) to maintain the accounting records for the Trust and to cause the financial statements of the Trust to be audited for each Fiscal Year; (xiv) to appoint the bankers of the Trust and to establish banking procedures to be implemented by the Trustee; (xv) to appoint the Bullion Custodian (which may appoint sub-custodians) to hold Bullion, and the Custodian to hold the Trust Property (other than Bullion), all of which appointments shall be purchased or sold subject to the approval of the Trustee and any applicable Securities Authorities having jurisdiction over the Trust; (xvi) to calculate the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value and the Class Net Asset Value per Unit in accordance with Sections 3.5, 3.6, 3.7 and 3.8 hereof, as applicable, to appoint the Valuation Agent and to review the valuation of the Trust Property as calculated by such Valuation Agent on each Valuation Date and, from time to time, consider the appropriateness of the valuation policies adopted by the Fund; Trust; (iiixvii) arrangeto appoint a Registrar and Transfer Agent and distribution disbursing agent (which may be the Registrar and Transfer Agent or an Affiliate thereof) to make distributions of Net Income and Net Realized Capital Gains and other distributions in accordance with Article 4 and to pay cash redemption proceeds in accordance with Section 6.1 or Section 6.3 on behalf of the Trust; (xviii) to authorize, negotiate, enter into and execute all agreements, instruments or other documents relating to the affairs of the Trust including, without limitation, any loan agreement, granting of a security interest and supporting documentation, or to perform any act or deed which the Manager deems necessary or advisable in the best interests of the Trust; (xix) to apply for listing of the Units on NYSE Arca, the TSX and/or other recognized stock exchange(s) and to prepare, execute and file with the appropriate Securities Authorities or stock exchanges any other documents that are required or appropriate under relevant Securities Legislation or stock exchange rules and regulations in respect of the Trust; (xx) to prepare, execute and file with the appropriate Securities Authorities the Disclosure Documents, annual information forms, management reports of fund performance or such other continuous disclosure documents relating to the Trust, and any amendments thereto, as may be required under applicable Securities Legislation; (xxi) to prepare, certify, execute and distribute to Unitholders and file with the Securities Authorities and applicable tax authorities all such documents as may be necessary or desirable in connection with the issue, sale and distribution of Units, including such interim financial statements, audited annual financial statements, reports to Unitholders and other disclosure as may be required under applicable Securities Legislation, and to make all designations, elections, determinations, allocations and applications under the Tax Act as the Manager considers to be reasonable in the circumstances; (xxii) to determine and compute for distribution purposes the Net Income and Net Realized Capital Gains of the Trust and, subject to Sections 4.3, 4.4 and 4.5, determine when, to what extent, and in what manner distributions shall be made payable to Unitholders, as well as determine whether distributions are payable out of the income, dividends received from taxable Canadian corporations, capital gains, capital or otherwise of the Trust; (xxiii) to authorize the issuance of additional Units pursuant to Section 4.7 and the consolidation of the Units outstanding after such a distribution; (xxiv) to direct the Registrar and Transfer Agent regarding the allotment and issuance of Units in accordance with Section 5.1; (xxv) to accept or reject any Units tendered for redemption in accordance with Article 6; (xxvi) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to prepare and deliver to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year; (xxvii) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, and such other date(s) in each year, to prepare and deliver to the appropriate taxation authorities in Canada and the United States, all relevant tax filings and/or returns for the Trust that are required by Applicable Laws; (xxviii) as set forth in full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to provide Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a QEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”; (xxix) to use its best efforts to ensure that the Trust qualifies at all times as a “unit trust” pursuant to subsection 108(2) of the Tax Act and a “mutual fund trust” pursuant to subsection 132(6) of the Tax Act; (xxx) to keep proper records relating to the performance of its duties as Manager hereunder, which records shall be accessible for inspection by the Trustee, its agents, or the Manager’s agents, including the Investment Manager and the Auditors, at any time, upon reasonable notice, during ordinary business hours; (xxxi) on or before 90 days following December 31 in each year, to provide the Trustee with a certificate of compliance (“Annual Certificate of Compliance”) substantially in the form attached as Schedule A hereto and a copy of the audited annual financial statements of the Trust, together with the report of the Auditors thereon; (xxxii) on or before 90 days following June 30 in each year, to provide the Trustee with an interim certificate of compliance (“Interim Certificate of Compliance”) substantially in the form attached as Schedule B hereto; (xxxiii) to delegate any or all of the powers and duties of the Manager contained in this Trust Agreement to one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Manager except as specifically provided in this Trust Agreement; and (xxxiv) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers which are necessary or useful to carry on the business of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meetingthis Trust Agreement. (b) Provided that neither The Manager may act as the Investment Manager to the Trust nor with responsibility for implementing the Fund Investment Policy, including providing investment advisory and portfolio management services to the Trust, or arrange for the implementation of such Investment Policy or portfolio management services by appointing, on behalf of the Trust, one or more Investment Managers, and delegating any of its investment advisory responsibilities to such Investment Managers. The Manager, on behalf of the Trust, shall enter, in its sole discretion, into an investment management agreement with any such Investment Manager to act for all or part of the portfolio investments of the Trust and shall advise the Trustee of such appointment. The appointment of any such Investment Manager shall be required deemed to pay any compensation other than as provided be effective upon the later of the date of receipt by the terms Trustee of this Management Agreement a direction notifying the Trustee of such appointment or the effective date specified therein and subject such appointment shall continue in force until receipt by the Trustee of a direction containing notice to the contrary. Any instructions from an Investment Manager shall be deemed to be instructions of the Manager pursuant to the provisions hereof. The Trustee shall also be entitled to rely conclusively on and shall be fully protected in acting in accordance with the direction of Section 5 hereofthe Investment Manager in the exercise of powers conferred by this Trust Agreement. The Investment Manager will be a Person or Persons who, if required by Applicable Laws, will be duly registered and qualified as a portfolio manager under applicable Securities Legislation and will determine, in its sole discretion, which portfolio securities and other assets of the Trust shall be purchased, held or sold and shall execute or cause the execution of purchase and sale orders in respect such determinations. The Manager may obtain investment information, research or assistance from shall ensure that any other person, firm or corporation to supplement, update or otherwise improve its investment management servicesInvestment Manager appointed hereunder shall act in accordance with the Investment Policy and Applicable Laws. (c) Provided that nothing herein Any Investment Manager shall be deemed have the right to protect resign as Investment Manager of the Trust by giving notice in writing to the Manager from willful misfeasanceand the Trustee not less than 60 days prior to the date on which such resignation is to take effect. The Manager may at any time terminate the appointment of any Investment Manager of the Trust by giving notice in writing to the Trustee and the Investment Manager not less than 60 days prior to the date on which such resignation is to take effect. The Manager, bad faith or gross negligence in its sole discretion, may appoint a successor investment manager of the performance Trust. If prior to the effective date of its dutiesthe Investment Manager’s resignation, or reckless disregard to its obligations and duties under this Management Agreementa successor investment manager is not appointed, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent assume the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities responsibilities of all administrative and clerical personnel such investment manager until such time as a successor shall be required to provide corporate administration for appointed and/or approved, as the Fund, including the compilation and maintenance of such records with respect to its operations as case may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may requestbe.

Duties of the Manager. (a) The Trust engages the Manager shall, subject to the direction and control by act as the Trust’s Board of Trustees (i) regularly manager and investment adviser to provide directly or to arrange through third parties, management and investment advice advisory services to it and recommendations to the Fund, with respect to the Fund’s investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities period and other investments for on the Fund terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the sale of securities and other investments held Trust may establish in the portfolio of the Fund; and (iv) provide reports future on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the same terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be requiredconditions. The Manager shallhereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such officers management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Manager shall, for all purposes herein, be independent contractors and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed agents of the Trust or the Fund. Subject to supervision by the Board, the Manager shall have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the investments of the Fund. The Manager and any other party performing services covered by this Agreement shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust as its Board may requestamended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Fund’s investment objectives, investment strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the “registration statement”) under the Securities Act of 1933, as amended; and (4) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. (a) The Manager shall, subject to the direction and control by the Trust’s 's Board of Trustees (i) regularly provide investment advice and recommendations to the Fund, with respect to the Fund’s 's investments, investment policies and the purchase and sale of securities; (ii) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund; and (iv) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) Provided that neither the Trust nor the Fund shall be required to pay any compensation other than as provided by the terms of this Management Agreement and subject to the provisions of Section 5 hereof, the Manager may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. (c) Provided that nothing herein shall be deemed to protect the Manager from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard to its obligations and duties under this Management Agreement, the Manager shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Management Agreement relates. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or sub-sub- adviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of their respective directors, officers, members, stockholders or employees from buying, selling, or trading any securities for its own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by any party of its duties and obligations under this Management Agreement. (e) The Manager shall cooperate with the Trust by providing the Trust with any information in the Manager’s 's possession necessary for supervising the activities of all administrative and clerical personnel as shall be required to provide corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required. The Manager shall, at its own expense, provide such officers for the Trust as its Board may request.