Common use of Fund Management Duties Clause in Contracts

Fund Management Duties. Subject to the supervision of each Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the Manager, the Subadvisor will provide a continuous investment program for each Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of each Fund’s assets by determining the securities, Hedge Funds and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act or the Fund’s annual report to shareholders. The Subadvisor further agrees as follows: (a) The Subadvisor understands that each Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”), and will coordinate efforts with the Manager with that objective. (b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s Board of which a copy has been delivered to the Subadvisor, and the provisions of each Fund’s Registration Statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities or Hedge Funds for a Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Funds in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for a Fund, the value of any portfolio securities, Hedge Funds or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to each Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the Boards, for consideration at meetings of the Boards, on the investment program for the Fund and the issuers, securities and Hedge Funds represented in a Fund’s portfolio, and will furnish the Boards such periodic and special reports as the Board and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.

Fund Management Duties. Subject to the supervision of each the Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the Manager, the Subadvisor will provide a continuous investment program for each the Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of each the Fund’s assets by determining the securities, Hedge Funds securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each the Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act or the Fund’s annual report and semi-annual reports to shareholders, as delivered to the Subadvisor from time to time. The Subadvisor further agrees as follows: (a) The Subadvisor understands that each the Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”), and will coordinate efforts with the Manager with that objective. (b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s the Board of which a copy has been delivered to the Subadvisor, and the provisions of each the Fund’s Registration Statementregistration statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statementregistration statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities or Hedge Funds for a the Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Funds Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement registration statement for a the Fund, the value of any portfolio securities, Hedge Funds securities or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to each the Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the BoardsBoard, for consideration at meetings of the BoardsBoard, on the investment program for the Fund and the issuers, issuers and securities and Hedge Funds represented in a the Fund’s portfolio, and will furnish the Boards Board such periodic and special reports as the Board and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx 00Title 18, Xxxxxx Xxxxxx United States Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a the Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.

Fund Management Duties. Subject to the supervision of each Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the Manager, the Subadvisor will provide a continuous investment program for each Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of each Fund’s assets by determining the securities, Hedge Funds and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act or the Fund’s annual report to shareholders. The Subadvisor further agrees as follows: (a) The Subadvisor understands that each Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”), and will coordinate efforts with the Manager with that objective. (b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s Board of which a copy has been delivered to the Subadvisor, and the provisions of each Fund’s Registration Statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities or Hedge Funds for a Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Funds in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for a Fund, the value of any portfolio securities, Hedge Funds or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to each Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the Boards, for consideration at meetings of the Boards, on the investment program for the Fund and the issuers, securities and Hedge Funds represented in a Fund’s portfolio, and will furnish the Boards such periodic and special reports as the Board and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.

Fund Management Duties. Subject to the supervision of each the Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the ManagerAdviser, the Subadvisor Subadviser will provide a continuous investment program for each Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct options investment research and conduct a continuous investment program of options evaluation, investment, sales sales, and reinvestment of each the Fund’s assets by determining the securitiesoptions that the Fund shall pursue, Hedge Funds and other investments that including which options shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each the assets of the Fund should be held in the various securities and other investments in which it may investshall have options written against, and the Subadvisor Subadviser is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor Subadviser will provide the services under this Agreement in accordance with the Fund’s investment objective or objectivesobjective, policies and restrictions as stated in the Fund’s Registration Statement registration statement under the Securities Act of 1933, as amended (the “1933 Act”) ), and the 1940 Act or the Fund’s annual report and semi-annual reports to shareholders, as delivered to the Subadviser from time to time. The Subadvisor Subadviser’s authority hereunder shall include the power to buy, sell, and hold such securities and other instruments, to open accounts and execute trading agreements and any other reasonable and customary documents on behalf of the Fund (including any amendments, waivers, voting or corporate action notice) as the Subadviser deems appropriate within the parameters of the Fund’s investment objective, policies and restrictions as stated in the Fund’s registration statement under the 1933 Act and the 1940 Act or the Fund’s annual and semi-annual reports to shareholders, and the conditions of this Agreement. The Subadviser agrees that, prior to (i) opening (or amending) any accounts, including prime brokerage and futures accounts with brokerage firms or other financial institutions and (ii) entering into (or amending) any ISDA master agreement, master repurchase agreement, master securities lending agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto (such agreements collectively, “OTC Agreements”), or any related clearing agreements or control agreements on behalf of the Fund, the Fund shall have an opportunity to review the terms of, and the use of, any such account opening documents, prime brokerage, futures and other related agreements, OTC Agreements, and related clearing agreements or control agreements. The Adviser must provide the Subadviser any agreements and procedures of the Fund prior to execution or finalization with reasonable time to discuss such agreements and procedures. The exercise or the performance of any consent right by the Fund (as described above) shall not relieve the Subadviser of its liability, if any, or responsibilities hereunder. The Subadviser further agrees as follows: (a) The Subadvisor Subadviser understands that each the Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986 (“Code”), and will coordinate efforts with the Manager Adviser with that objective. (b) The Subadvisor Subadviser will conform perform its activities in material compliance with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s the Board of which a copy has been delivered to the SubadvisorSubadviser and the Subadviser has reasonable time to review, and the provisions of each the Fund’s Registration Statementregistration statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities or Hedge Funds and instruments for a the Fund, the Subadvisor Subadviser will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent. (ed) The Subadvisor Subadviser will assist the Fund, the custodian and the portfolio accounting agent for the Funds Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement registration statement for a the Fund and with the Fund’s Valuation Procedures, the value of any portfolio securities, Hedge Funds instruments or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the SubadvisorFund. (fe) The Subadvisor Subadviser will make available to each the Fund and the ManagerAdviser, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor Subadviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor Subadviser will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (gf) The Subadvisor Subadviser will provide reports to the BoardsBoard, for consideration at meetings of the BoardsBoard, on the investment program for the Fund and the issuers, issuers and securities and Hedge Funds represented in a the Fund’s portfolio, and will furnish the Boards Board such periodic and special reports as the Board and the Manager Adviser may reasonably request. In addition, the Subadviser shall make appropriate persons, including portfolio managers, available for the purpose of reviewing with representatives of the Adviser and the Board on a regular basis at reasonable times the investment program for the Fund, the performance of the Fund and conditions affecting the marketplace generally. (g) The Subadviser shall provide the Adviser, the Fund or the Board with such information and assurances (including certifications and sub-certifications) and with such reasonable assistance as the Adviser, the Fund or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations and exemptive orders, including requirements in connection with the Adviser’s, the Subadviser’s or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Fund, or to meet other regulatory or tax requirements applicable to the Fund, under federal and state securities, and tax laws and other applicable laws, including without limitation that Sarbanes Oxley Act of 2002. The Subadviser shall review draft reports to shareholders, registration statements or amendments thereto or portions thereof that relate to the Fund or the Subadviser and other documents provided to the Subadviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information provided by the Subadviser and/or contained in such reports or other documents. (h) In rendering the services required under this Agreement, the Subadvisor Subadviser may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor Subadviser may not, however, retain as subadvisor subadviser any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by the Adviser and by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the ManagerAdviser, the Subadvisor Subadviser or any such company that is retained as subadvisorsubadviser, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act. The Subadvisor Subadviser shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the SubadvisorSubadviser, any subadvisor subadviser or other person or entity that the Subadvisor Subadviser has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the SubadvisorSubadviser’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx Xxxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.

Fund Management Duties. Subject to the supervision of each Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the Manager, the Subadvisor will provide a continuous investment program for each Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of each Fund’s assets by determining the securities, Hedge Funds and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act or the Fund’s annual report to shareholders. The Subadvisor agrees to manage each Fund on the basis of the Investment Guidelines attached hereto as Schedule B (as such Investment Guidelines may from time to time be modified by written agreement between the Manager and the Subadvisor). The Subadvisor further agrees as follows: (a) The Subadvisor understands that each Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code (“Code”), and will coordinate efforts with the Manager with that objective. (b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s Board of which a copy has been delivered to the Subadvisor, and the provisions of each Fund’s Registration Statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (db) In connection with the purchase and sale of securities or Hedge Funds for a Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds or other securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. (ec) The Subadvisor will assist the custodian and portfolio accounting agent for the Funds in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for a Fund, the value of any portfolio securities, Hedge Funds or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (fd) The Subadvisor will make available to each Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (ge) The Subadvisor will provide reports to the Boards, for consideration at meetings of the Boards, on the investment program for the Fund and the issuers, securities and Hedge Funds represented in a Fund’s portfolio, and will furnish the Boards such periodic and special reports as the Board and the Manager may reasonably request. (hf) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act1000 Xxx. The parties agree that the preceding sentence does not apply to portfolio managers that manage Hedge Funds or other types of investment vehicles that are underlying investments of the Funds. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (ig) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.

Fund Management Duties. Subject to the supervision of each the Fund’s Board of Trustees (each a “Board” and collectively, the “Boards”) and the Manager, the Subadvisor will provide a continuous investment program for each the Fund and determine the composition of the assets of the Fund, including determination of the purchase, retention or sale of the securities, cash and other investments contained in the portfolio, including, but not limited to, pooled investment vehicles, such as private investment funds or hedge funds (collectively, “Hedge Funds”). The Subadvisor will conduct investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of each the Fund’s assets by determining the securities, Hedge Funds securities and other investments that shall be purchased, entered into, sold, closed or exchanged for the Fund, when these transactions should be executed, and what portion of each the Fund should be held in the various securities and other investments in which it may invest, and the Subadvisor is hereby authorized to execute and perform such services on behalf of the Fund. The Subadvisor will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies and restrictions filed with the Securities and Exchange Commission (the “SEC”) as stated in the Fund’s Registration Statement registration statement under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act or the Fund’s annual report to shareholders. The Subadvisor further agrees as follows: (a) The Subadvisor understands that each the Fund is required to be managed so as to permit the Fund to qualify or continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”), and will coordinate efforts with the Manager with that objective. (b) The Subadvisor will conform its activities with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by a Fund’s the Board of which a copy has been delivered to the Subadvisor, and the provisions of each the Fund’s Registration Statementregistration statement. (c) On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Subadvisor or any of its affiliates, the Subadvisor may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities or Hedge Funds to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Fund’s Registration Statementregistration statement. In such event, allocation of the securities or Hedge Funds so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in a manner that, over time, is fair and equitable in the judgment of the Subadvisor in the exercise of its fiduciary obligations to the applicable Fund and to such other clients, subject to review by the Manager and the Board. The Manager recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (d) In connection with the purchase and sale of securities or Hedge Funds for a the Fund, the Subadvisor will arrange for the transmission to the custodian and portfolio accounting agent for the Fund, on a daily basis, such confirmation, trade tickets, subscription documents tickets and other documents and information, including, but not limited to, CUSIP, Sedol or other numbers that identify securities or Hedge Funds to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform their administrative and recordkeeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust and Clearing Corporation, the Subadvisor will arrange for the automatic transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent. (e) The Subadvisor will assist the custodian and portfolio accounting agent for the Funds Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement registration statement for a the Fund, the value of any portfolio securities, Hedge Funds securities or other assets of the Fund for which the custodian and portfolio accounting agent seek assistance from, or which they identify for review by, the Subadvisor. (f) The Subadvisor will make available to each the Fund and the Manager, promptly upon request, all of the Fund’s investment records and ledgers maintained by the Subadvisor (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as well as other applicable laws. The Subadvisor will furnish to regulatory agencies having the requisite authority any information or reports in connection with such services that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Subadvisor will provide reports to the BoardsBoard, for consideration at meetings of the BoardsBoard, on the investment program for the Fund and the issuers, issuers and securities and Hedge Funds represented in a the Fund’s portfolio, and will furnish the Boards Board such periodic and special reports as the Board Trustees and the Manager may reasonably request. (h) In rendering the services required under this Agreement, the Subadvisor may, from time to time, employ or associate with itself such entity, entities, person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Subadvisor may not, however, retain as subadvisor any company that would be an “investment adviser” as that term is defined in the 1940 Act, to the Fund unless the contract with such company is approved by a majority of the Board and by a majority of Board Trustees who are not parties to any agreement or contract with such company and who are not “interested persons” as defined in the 1940 Act, of the Fund, the Manager, the Subadvisor or any such company that is retained as subadvisor, and also is approved by the vote of a majority of the outstanding voting securities of the applicable Fund to the extent required by the 1940 Act. The Subadvisor shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Subadvisor, any subadvisor that the Subadvisor has employed or with which it has associated with respect to the Fund, or any employee thereof has not, to the best of the Subadvisor’s knowledge, in any material connection with the handling of Fund assets: (i) been convicted, within the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion or misappropriation of funds or securities, involving violations of Sections 1341, 1342, or 1343 of Txxxx 00, Xxxxxx Xxxxxx Code, or involving the purchase or sale of any security; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of federal or state securities laws involving fraud, deceit or knowing misrepresentation. (i) The Subadvisor is authorized to retain legal counsel and financial advisors and to negotiate and execute documentation relating to investments in a the Fund, at the expense of the Fund. Such documentation may relate to investments to be made or sold, currently held or previously held. The authority shall include, without limitation: (i) documentation relating to Hedge Funds, private placements and bank debt; (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements. The Manager represents that the Fund can settle such private placements.