Common use of Investment Management Authority Clause in Contracts

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Company’s Board of Directors, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Company’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Company or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Board of Directors, and the provisions of the Registration Statement. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Company on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Company’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Company in determining, consistent with the procedures and policies stated in the Registration Statement for the Company and any applicable procedures adopted by the Company’s Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Company, promptly upon request, any of the Series’ or the Adviser’s investment records and ledgers as are necessary to assist the Company in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Company’s Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Company’s Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Company, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Company indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of Directors, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Fund to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the CompanyTrust’s Board of DirectorsTrustees, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the CompanyTrust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the CompanyTrust’s Board of DirectorsTrustees, and the provisions of the Registration Statement. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the CompanyTrust’s Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Company Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the CompanyTrust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Company Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the CompanyTrust’s Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the CompanyTrust, promptly upon request, any of the Series’ or the Adviser’s investment records and ledgers as are necessary to assist the Company Trust in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the CompanyTrust’s Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the CompanyTrust’s Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of Directors, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Fund to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company Fund in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Fund to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of Directors, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Trust's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Trust to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of Directors, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company Fund in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the CompanyFund’s Board of Directors, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the CompanyFund’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the CompanyFund’s Board of Directors, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the CompanyFund’s Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the CompanyFund’s custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the CompanyFund’s Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ or the AdviserManager’s investment records and ledgers as are necessary to assist the Company Fund in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the CompanyFund’s Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the CompanyFund’s Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Trust's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Trust to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in -2- 3 accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Fund to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Company indicating the broker-dealers to which such allocations have been made and the basis therefor.which

Investment Management Authority. In the event the Adviser Manager wishes ------------------------------- to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of Directors, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Fund to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-broker- dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Trust to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the each Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Fund's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Fund and any applicable procedures adopted by the Company’s Fund's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyFund, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company Fund in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Fund's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Fund's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Series to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent consist with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Series to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of the execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Company’s Board of Directors, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, 3 sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Company’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Company or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Board of Directors, and the provisions of the Registration Statement. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Company on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Company’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Company in determining, consistent with the procedures and policies stated in the Registration Statement for the Company and any applicable procedures adopted by the Company’s Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Company, promptly upon request, any of the Series’ or the Adviser’s investment records and ledgers as are necessary to assist the Company in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Company’s Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Company’s Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Company, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the Company, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Company indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Managers' investment records and ledgers as are necessary to assist the Company in complying Series to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to ------------------------------- render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of Directors, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of Directors, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Trust's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Trust to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors with respect to the Series such periodic and special reports as the Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-broker- dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the each Series’ ' portfolio and determine the composition of the assets of the each Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the each such Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Trust to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the each Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the each such Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Company’s Trust's Board of DirectorsTrustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale, or any offering, sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Company’s Trust's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Company Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, and the provisions of the Registration StatementStatement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, but shall not be obligated to, aggregate the securities 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 Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Company Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Company Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Company’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Company Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Company Trust and any applicable procedures adopted by the Company’s Trust's Board of DirectorsTrustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the CompanyTrust, promptly upon request, any of the Series’ ' or the Adviser’s Manager's investment records and ledgers as are necessary to assist the Company in complying Series to comply with the requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Company Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Company’s Trust's Board of Directors Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Company’s Trust's Board of Directors Trustees with respect to the Series such periodic and special reports as the Directors Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the CompanyTrust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the brokerbrokers-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the CompanyTrust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a11 (a) of the Securities Exchange Act of 1934 Act and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors Trustees of the Company Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.