Common use of Duties of the Manager Clause in Contracts

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund of the Trust and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("“Advisers"”) to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each Fund's Portfolio’s investment objectives, policies and restrictions as stated in the Trust's ’s Amended and Restated Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Portfolio’s Prospectus and Statement of Additional Information ("“SAI") and Compliance Manual”), as is from time to time in effect; provided, that any contract with an Adviser (an "“Advisory Agreement"”) shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("“SEC"”) under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's Portfolio’s assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with AdvisorsAdvisers; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's Portfolio’s assets not then managed by an Adviser. In connection with Manager's ’s responsibilities herein, Manager will assess each Fund's Portfolio’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's Portfolio’s assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's ’s own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees Directors of the Trust Corporation and under the terms and conditions set forth in this Agreement, the Trust Corporation acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund of the Trust Corporation and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objectives, policies and restrictions as stated in the TrustCorporation's Agreement and Declaration Articles of TrustIncorporation, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees Directors of the TrustCorporation, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees Directors of the Trust Corporation on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust Corporation such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust Corporation may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust Corporation of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the TrustCorporation, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees Directors of the Trust Corporation such periodic and special reports as the Trustees Directors of the Trust Corporation may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the TrustCorporation, at its own expense and without remuneration from or other cost to the TrustCorporation, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each FundPortfolio's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each FundPortfolio's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund of the Trust and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that the Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundTrust, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, the Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; , and (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's its responsibilities hereinset forth under (i) above, the Trust acknowledges and agrees that the Manager will assess select a person to act as Adviser to render investment advice to each Fund's investment focus and will seek to implement decisions with respect to of the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goalsPortfolios. In addition, the Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds (or portions of any Fund) Portfolios under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each such Adviser. The Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) Portfolio may hold or contemplate purchasing, as the Trust may reasonably request. On the Manager's own initiative, the Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) Portfolio and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, the Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. The Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that the Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundTrust, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, the Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; , and (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's its responsibilities hereinset forth under (i) above, the Trust acknowledges and agrees that the Manager will assess select a person to act as Adviser to render investment advice to each Fund's investment focus and will seek to implement decisions with respect to of the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goalsPortfolios. In addition, the Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds (or portions of any Fund) Portfolios under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each such Adviser. The Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) Portfolio may hold or contemplate purchasing, as the Trust may reasonably request. On the Manager's own initiative, the Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) Portfolio and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, the Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. The Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each FundPortfolio's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each FundPortfolio's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to During the general supervision and control term of the Trustees of the Trust and under the terms and conditions this Agreement, except as --------------------- set forth in Section 1, this Section 2 or Section 3, the Manager shall have all requisite authority to manage the day-to-day operations of the Retained Assets for the benefit of Central. During the term of this Agreement, the Trust acknowledges Manager agrees: (a) to be responsible for the negotiation, consummation and agrees that it is contemplated that performance of any and all agreements, leases, contracts, documents and other instruments reasonably necessary or convenient for the management and operation of the Retained Assets; (b) to supervise the collection of income and other amounts and the payment of expenses (including but not limited to franchise fees) relating to the Retained Assets and enforce the rights of Central as a creditor under any contract in connection with the rendering of any service with respect to the Retained Assets to the same extent as the Manager will, at would enforce its own expense, select and contract with one or more investment advisers rights as a creditor; ("Advisers"c) to implement and maintain such accounting and administrative records, procedures and reports as shall be reasonably necessary to operate the Retained Assets; (d) to purchase liability and other insurance reasonably necessary to protect the Retained Assets and usual and customary for comparable businesses; to name Central as an additional insured with respect to each such insurance policy; (e) to be responsible for all personnel matters, and to provide, manage and train all employees and other personnel reasonably necessary to operate the investment operations Retained Assets; (f) to prepare status reports, financial reports and composition of each and every Fund cash disbursements reports relating to the operation of the Trust Retained Assets; (g) to keep, in the name and render investment advice for each Fundthe account of Central, including full and adequate books of account and other records reflecting the purchase, retention, and disposition results of operation of the investments, securities and cash contained in each FundRetained Assets on an accrual basis, in accordance with each Fund's investment objectivesgenerally accepted accounting principles; (h) to prepare annual tax reports necessary for the operation of the Retained Assets (other than Federal, policies state and restrictions as stated in the Trust's Agreement and Declaration of Trustlocal income tax returns relating to Central), By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manualto prepare, as is from time necessary, any reports and other documents required to time in effect; provided, that any contract be filed with an Adviser governmental and regulatory agencies (an "Advisory Agreement") shall be in compliance other than with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always respect to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations income tax matters with respect to the investment operation of a Fund's assets not then managed by an Adviser. In connection the Retained Assets), and act as liaison with Manager's responsibilities hereinFederal, Manager will assess each Fund's investment focus state and will seek to implement decisions local governmental and regulatory officials with respect thereto, and to provide Central on a timely basis all information necessary to prepare its Federal, state and local income tax returns; (i) to pay all expenditures incurred by the Manager in the ordinary course of operating the Retained Assets; (j) to pay all expenses of the Retained Assets, including, but not limited to, payroll and all other taxes; (k) to make all capital expenditures reasonably appropriate or necessary to maintain operation of the Retained Assets as currently operated; (l) to manage and operate the Retained Assets in compliance in all material respects with applicable law, including, not limited to, the Communications Act of 1934, as amended, and all rules and regulations promulgated thereunder, all applicable franchise requirements and all other agreements relating to the allocation Retained Assets; (m) to operate and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as manage the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser Retained Assets with the investment objectives, policies and restrictions same level of any Fund or Funds (or portions of any Fund) under care as it operates cable television systems owned by the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject (a) The Manager shall (i) analyze and provide advice to the general supervision Board on the Fund’s current and control future business ownership positions as well as future opportunities; (ii) review the business and books of potential companies and the risks associated with buying the businesses; (iii) advise the Board on what businesses or portions of businesses should be purchased, held, sold or exchanged by the Fund; (iv) oversee, manage and coordinate the acquisition and divestiture of Qualified Opportunity Zone investments; (v) prepare and distribute periodic reports, updates, projections and financial statements on the Fund and the Fund’s Qualified Opportunity Zone investments; (vi) perform such other accounting and financial services as may be necessary or otherwise required by the Board in connection with the management of the Trustees of Fund’s investments; and (vii) agrees to furnish continuously an Opportunity Zone business consulting and opportunity program for the Trust and under Fund. Unless the terms and conditions set forth in this AgreementFund expressly delegates responsibility for voting proxies relating to the Fund’s holdings to the Manager, the Trust acknowledges and Manager has no authority to exercise voting power with respect to the Fund’s portfolio holdings. (b) The Manager agrees that it is contemplated that Manager will, at will discharge its own expense, select and contract with one or more investment advisers ("Advisers") responsibilities under this Agreement subject to manage the investment operations and composition of each and every Fund supervision of the Trust and render investment advice for each Board of Directors (“Board”) of the Fund, including the purchase, retentionLLC Agreement, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objectivesthe terms hereof, policies applicable rules and regulations of the Internal Revenue Service, the Securities and Exchange Commission and other applicable federal and state laws and regulations, and any obligations, policies, guidelines, and restrictions as stated in established by the Trust's Agreement and Declaration Board. The Manager will not take any actions with respect to the Fund’s assets that would cause the Fund to violate any provisions of Trust, By-Laws, and such the Investment Company Act applicable to the Fund's Prospectus, Statement of Additional Information . ("SAI"c) and Compliance Manual, as is from time to time in effect; provided, To the extent that any contract with an Adviser (an "Advisory Agreement") shall would be in compliance with and approved as required by the Investment Company Act if the Fund were registered under the Investment Company Act and the rules and regulations thereunder, subject to any applicable guidance, exceptive order or in accordance with exemptive relief granted by interpretation of the Securities and Exchange Commission ("SEC") under or its staff, by the Investment Company Act. B. Subject always to the direction and control members of the Trustees of the TrustFund, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trustmay, from time to time, with such information delegate to a sub-adviser or administrator any of the Manager’s duties under this Agreement, including the management of all or a portion of the assets being managed. In all instances, however, the Manager must oversee the provision of delegated services, the Manager must bear the separate costs of employing any sub-adviser or administrator (provided that the Fund will remain responsible for its own expenses, as may be appropriate for described in Section 4 below), and no delegation will relieve the Manager of any of its obligations under this purposeAgreement. Further, The Manager agrees that it will not exercise investment power with respect to furnishany investments in equity securities, or cause including any equity securities within the appropriate Adviser(s) to furnishmeaning of Rule 13d-1 under the Securities Exchange Act of 1934, to as amended, made on the Trustees of Fund’s behalf by any sub-adviser retained by the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary datain accordance with this Section 2(c). C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following: