Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vii) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a) below) as the Board may reasonably request; and (3) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 filings, and fidelity bond filings; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act and the rules and regulations thereunder, as interpreted or any rules, regulations of written guidance thereundermodified by the SEC; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vii) cooperate with and provide reasonable assistance to the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary or advisable with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, strategies, policies and limitations restrictions of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and the Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a3(a) below) as the Board may reasonably request; and (3) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue or misleading in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 filings, and fidelity bond filings; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the general supervision of the Board of Trustees of the Trust (“Board”), ) and the direct supervision of the Adviser, in its discretionthe Sub-Adviser, using such discretion as is granted to it by the Adviser, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (viivi) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall: (i) cooperate fully with the Adviser in sharing portfolio management responsibilities and advisory discretion with the Adviser, where the Adviser has granted only partial or dual discretion with respect to a Fund’s assets. (ii) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board, including the Trust’s Rule 38a-1 policies and procedures, and/or the Adviser and provided to the Sub-Adviser; (iiiii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iiiiv) furnish the Adviser, the Trust and the Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any the Sub-Adviser (as defined in Section 4(a) below) as the Adviser and/or the Board may reasonably request; and (3) such statistical or other information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each Fund; (ivv) make available to the Adviser, the Trust and its administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (vvi) immediately notify in writing the Trust Trust, the Board and the Board Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-ordinary course); or (3) a party to any litigation that may be material to one or more of the Funds; (vivii) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (viiviii) make available, without expense to the Funds, the service of the Sub-Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viiiix) provide to the Adviser, the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 24(f)(2) filings, and fidelity bond filings; (ix1) monitor the portfolio securities and notify the Adviser or its designee on any day that the Sub-Adviser determines, in its sole discretion, that a significant event has occurred with respect to one or more portfolio securities held by a Fund which would likely have a significant effect on the price of such security which is not reflected in that security’s price and (2) provide information to the Adviser and/or the Board or any valuation committee appointed by the Board (“Valuation Committee”) to assist them, as requested requested, in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and the Board and/or any fair valuation committee or like committee appointed by the Board Valuation Committee upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-market makers with respect to securities held by the Funds and providing information (upon request) on valuations the Sub-Adviser has determined of securities held by other clients of the Sub-Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and. (xxi) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and (xii) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Fund’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. (c) The Sub-Adviser shall not be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vii) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a3(a) below) as the Board may reasonably request; and (3) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 filings, and fidelity bond filings; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees Directors of the Trust Portfolios (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each FundPortfolio’s investment objective, principal investment strategies, policies policies, and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each FundPortfolio, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; investments in registered and unregistered funds; currencies; equity and other derivative products, including, without limitation, : (iA) futures contracts relating to stock indices, currencies, United States U.S. Government securities and securities of foreign governments, other financial instruments and all other commodities, (iiB) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iiiC) spot and forward currency transactions and (ivD) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions portion of each FundPortfolio’s portfolio to assets that will be invested in securities and securities, other financial instruments or instruments, other assets and uninvested or in cash equivalentsequivalents or left uninvested; (iv) select brokers or dealers to execute transactions and place orders to purchase, sell and/or exchange securities and securities, other financial instruments, other assets or cash equivalents for the FundsPortfolios; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Portfolios may be invested in a manner that complies with the Trust’s proxy voting policies and procedures of the Portfolios and, in the good faith judgment of the Adviser, best serves the interests of the members of each Fund’s shareholdersPortfolio; and (vii) cooperate with and provide reasonable assistance to Trust’s the other service providers for the Portfolios by: (1A) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2B) providing prompt responses to reasonable requests for information or assistance and (3C) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1A) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2B) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus and SAI, as such may be amended or supplemented; and (3C) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds Portfolios so that it is intended to qualify treated as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualifypartnership for U.S. federal income tax purposes; (iii) furnish the Trust Portfolios and Board with: (1A) information about developments materially affecting the investments and/or portfolio holdings of each FundPortfolio; (2B) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a) below) Portfolios as the Board may reasonably request; and (3C) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each FundPortfolio; (iv) make available to the Trust Portfolios and its their administrator or other agentagents, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust Portfolios in its their compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust Portfolios and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1A) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2B) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3C) a party to any litigation that may be material to one or more of the FundsPortfolios; (vi) immediately notify the Trust Portfolios of any material fact known to the Adviser respecting or relating to the Adviser or the Funds Portfolios that is not contained in the Trust’s Registration StatementStatements for the Portfolios, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the FundsPortfolios, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the TrustPortfolios, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylawsof the Portfolios; (viii) provide to the Trust Portfolios or the Board such information and assurances (including certifications and sub-certifications) as the Trust Portfolios or the Board may reasonably request from time to time in order to assist the Trust Portfolios or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARsN-2, N-CSRsSAR, N-QsCSR, N-Q, and N-PX, Rule 24f-2 filings, Section 13 ownership reports, and fidelity bond filingsfilings for the Portfolios; (ix) assist as requested in determining the fair value of portfolio securities for the Portfolios when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Portfolios and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each FundPortfolio’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds (including any assets held in a wholly-owned subsidiary of a Fund) by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of or written guidance thereunder; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vii) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a) below) as the Board may reasonably request; and (3) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 filings, and fidelity bond filings; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the general supervision of the Board of Trustees of the Trust (“Board”), ) and the direct supervision of the Adviser, in its discretionthe Sub-Adviser, shall:using such discretion as is granted to it by the Adviser, shall with respect to the portion of each Fund’s assets as shall be allocated to the Sub-Adviser by the Adviser from time to time (the “Allocated Assets”): (i) provide a program of continuous investment management for each of the FundsAllocated Assets, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds Allocated Assets by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses chooses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions of each Fund’s portfolio the Allocated Assets to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for with respect to the FundsAllocated Assets; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (viivi) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall: (i) cooperate fully with the Adviser in sharing portfolio management responsibilities and advisory discretion with the Adviser. (ii) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board, including the Trust’s Rule 38a-1 policies and procedures, and/or the Adviser and provided to the Sub-Adviser; (iiiii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iiiiv) furnish the Adviser, the Trust and the Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any the Sub-Adviser (as defined in Section 4(a) below) as the Adviser and/or the Board may reasonably request; and (3) such statistical or other information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each Fund; (ivv) make available to the Adviser, the Trust and its administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (vvi) immediately notify in writing the Trust Trust, the Board and the Board Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-ordinary course); or (3) a party to any litigation that may be material to one or more of the Funds; (vivii) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (viiviii) make available, without expense to the Funds, the service of the Sub-Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viiiix) provide to the Adviser, the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 24(f)(2) filings, and fidelity bond filings; (ix1) monitor the portfolio securities and notify the Adviser or its designee on any day that the Sub-Adviser determines, in its sole discretion, that a significant event has occurred with respect to one or more portfolio securities held by a Fund which would likely have a significant effect on the price of such security which is not reflected in that security’s price and (2) provide information to the Adviser and/or the Board or any valuation committee appointed by the Board (“Valuation Committee”) to assist them, as requested requested, in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and the Board and/or any fair valuation committee or like committee appointed by the Board Valuation Committee upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-market makers with respect to securities held by the Funds and providing information (upon request) on valuations the Sub-Adviser has determined of securities held by other clients of the Sub-Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and. (xxi) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and (xii) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Fund’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. (c) The Sub-Adviser shall not be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) for each Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; currencies; equity and other derivative products, including, without limitation, (i) futures contracts relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) exchange-exchange- traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions of each Fund’s portfolio to be invested in securities and other financial instruments or other assets and uninvested or in cash equivalents; (iv) place orders to purchase, sell and/or exchange securities and other assets for the Funds; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vii) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a) below) as the Board may reasonably request; and (3) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s principals, members, officers, and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylaws; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARs, N-CSRs, N-Qs, and N-PX, Rule 24f-2 filings, and fidelity bond filings; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value (“NAV”) in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.

Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees Directors of the Trust Portfolios (“"Board”"), the Adviser, in its discretion, shall: (i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, evaluation of statistical, financial and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with each Fund’s Portfolio's investment objective, principal investment strategies, policies policies, and restrictions as set forth in the prospectus (“"Prospectus”") and statement of additional information (“"SAI”") for each FundPortfolio, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; investments in registered and unregistered funds; currencies; equity and other derivative products, including, without limitation, : (iA) futures contracts relating to stock indices, currencies, United States U.S. Government securities and securities of foreign governments, other financial instruments and all other commodities, (iiB) exchange-traded funds, equity index swaps, currency forward contracts and forward rate agreements, (iiiC) spot and forward currency transactions and (ivD) agreements relating to or securing such transactions; mutual funds; money market funds; obligations of the United States or any state or jurisdiction thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ ' acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, that are allowable under the 1940 Act or any rules, regulations of written guidance thereunder; (iii) determine the portions portion of each Fund’s portfolio to Portfolio's assets that will be invested in securities and securities, other financial instruments or instruments, other assets and uninvested or in cash equivalentsequivalents or left uninvested; (iv) select brokers or dealers to execute transactions and place orders to purchase, sell and/or exchange securities and securities, other financial instruments, other assets or cash equivalents for the FundsPortfolios; (v) enter into contracts for or in connection with investments in securities and other financial instruments; (vi) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Portfolios may be invested in a manner that complies with the Trust’s proxy voting policies and procedures of the Portfolios and, in the good faith judgment of the Adviser, best serves the interests of the members of each Fund’s shareholdersPortfolio; and (vii) cooperate with and provide reasonable assistance to Trust’s the other service providers for the Portfolios by: (1A) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2B) providing prompt responses to reasonable requests for information or assistance and (3C) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1A) 1940 Act, the Investment Advisers Act of 1940, as amended (“"Advisers Act”"), the Internal Revenue Code of 1986, as amended (“"Code”"), and all other applicable laws, rules and regulations; (2B) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus and SAI, as such may be amended or supplemented; and (3C) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds Portfolios so that it is intended to qualify treated as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualifypartnership for U.S. federal income tax purposes; (iii) furnish the Trust Portfolios and Board with: (1A) information about developments materially affecting the investments and/or portfolio holdings of each FundPortfolio; (2B) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 4(a) below) Portfolios as the Board may reasonably request; and (3C) such statistical or other information as the Board may reasonably request with respect to the assets or investments of each FundPortfolio; (iv) make available to the Trust Portfolios and its their administrator or other agentagents, promptly upon request, such copies of the Adviser’s 's investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust Portfolios in its their compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust Portfolios and the Board in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1A) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2B) the subject of an investigation, administrative proceeding or enforcement action by the SEC or any other regulatory authority (other than routine examinations conducted in the ordinary-course); or (3C) a party to any litigation that may be material to one or more of the FundsPortfolios; (vi) immediately notify the Trust Portfolios of any material fact known to the Adviser respecting or relating to the Adviser or the Funds Portfolios that is not contained in the Trust’s Registration StatementStatements for the Portfolios, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the FundsPortfolios, the service of the Adviser’s 's principals, members, officers, and employees to be duly elected or appointed officers of the TrustPortfolios, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations and the Trust’s organizational documents and bylawsof the Portfolios; (viii) provide to the Trust Portfolios or the Board such information and assurances (including certifications and sub-certifications) as the Trust Portfolios or the Board may reasonably request from time to time in order to assist the Trust Portfolios or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of updates to the Funds’ Form N-1A and the Funds’ Forms N-SARsN-2, N-CSRsSAR, N-QsCSR, N-Q, and N-PX, Rule 24f-2 filings, Section 13 ownership reports, and fidelity bond filingsfilings for the Portfolios; (ix) assist as requested in determining the fair value of portfolio securities for the Portfolios when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee or like committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Portfolios and providing information (upon request) on valuations the Adviser has determined of securities held by other clients of the Adviser), for the purpose of calculating each Fund’s Portfolio's net asset value (“"NAV”") in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.