Common use of Investment Management Services Clause in Contracts

Investment Management Services. The Manager shall act as the investment adviser to the Fund and, as such, shall (1) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv). The Manager shall carry out its duties with respect to the Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("Directors"), and subject to such further limitations as the Fund may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Series’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv). The Manager shall carry out its duties with respect to the Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("Directors"), and subject to such further limitations as the Fund may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Trust and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businessesbusiness, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Trust in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundTrust, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager Adviser or any Sub-Adviser retained by Adviser pursuant to Section 7 of this Agreement, which is a member of a national securities exchange exchange, to effect or execute any transaction on the exchange for the account of the Fund Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager Adviser shall carry out its duties with respect to the FundTrust's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Trust's then-current Prospectus and Statement of the Fund adopted by the directors of Fund ("Directors")Additional Information, and subject to such further limitations as the Fund Trust may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T11a22(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a22(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Funds investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("Directors"), and subject to such further limitations as the Fund may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's ’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("“Directors"”), and subject to such further limitations as the Fund may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv). The Manager shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv). The Manager shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a1l(a) of the Securities Exchange Act of 1934 and Rule 11a21la2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Company and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Company in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundCompany, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Company hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Company which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Company hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Company’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Company adopted by the directors of Fund the Company ("“Directors"”), and subject to such further limitations as the Fund Company may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectivesobjective, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser. The Adviser hereby represents that it is, and will continue to be during the continuation of this Agreement, the holder of all licenses, permissions, authorizations and consents required under all applicable laws to enable it to provide the services to the Manager under the terms of this Agreement, including but not limited to the necessary authorization and permissions from the United Kingdom Financial Conduct Authority. The Adviser hereby undertakes to ensure that it will carry out its duties hereunder in accordance with all relevant applicable laws, rules and regulations from time to time in force including applicable codes. The Adviser shall, in performing its obligations hereunder, comply at all times will all applicable laws and regulations and the terms of all licenses, permissions, authorizations and consents necessary to enable it to perform such obligations. Nothing in this Agreement shall exclude any obligation owed by the Adviser to the Manager or the Trust and its Series under applicable law and regulation.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with said Section 11(a) or Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Series hereby authorizes the Manager, to the extent permitted by the 1940 Act or any rule, regulation, order or Securities and Exchange Commission staff interpretation thereunder, to purchase for the Series any security for which any one or more of the following is acting as an underwriter, dealer, member of a syndicate, or syndicate manager: the Manager, its affiliates, the affiliates of any holders of interests in the Series (any such holder of interests in the Series to be referred to hereinafter as an "Interestholder"), the principal underwriter of any Interestholder, or any affiliate of any of the foregoing. The Manager shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Managers Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Company and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities or other assets as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Company in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities or other assets to be purchased, sold, retained or lent by the FundCompany, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities or other assets from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Company hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Company which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Company hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Company’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Company adopted by the directors of Fund the Company ("“Directors"”), and subject to such further limitations as the Fund Company may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businessesbusiness, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager Adviser or any Sub-Adviser retained by Adviser pursuant to Section 7 of this Agreement, which is a member of a national securities exchange exchange, to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Fund's then-current Prospectus and Statement of the Fund adopted by the directors of Fund ("Directors")Additional Information, and subject to such further limitations as the Fund may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectivesobjective, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Managers Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Company and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Company in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundCompany, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Company hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Company which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Company hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Company’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Company adopted by the directors of Fund the Company ("“Directors"”), and subject to such further limitations as the Fund Company may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a1l(a) of the Securities Exchange Act of 1934 and Rule 11a21la2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's Portfolios’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a1l(a) of the Securities Exchange Act of 1934 and Rule 11a21la2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Trust and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businessesbusiness, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Trust in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundTrust, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager Adviser or any Sub-Adviser retained by Adviser pursuant to Section 7 of this Agreement, which is a member of a national securities exchange exchange, to effect or execute any transaction on the exchange for the account of the Fund Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager Adviser shall carry out its duties with respect to the FundTrust's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Trust's then-current 3 Prospectus and Statement of the Fund adopted by the directors of Fund ("Directors")Additional Information, and subject to such further limitations as the Fund Trust may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv). The Manager shall carry out its duties with respect to the FundSeries's investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Managers Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Trust and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businessesbusiness, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Trust in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundTrust, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager Adviser or any sub-adviser retained by the Adviser pursuant to Section 7 of this Agreement, which is a member of a national securities exchange exchange, to effect or execute any transaction on the exchange for the account of the Fund Trust which is permitted by Section Attachment A-1 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager Adviser shall carry out its duties with respect to the FundTrust's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Trust's then-current Prospectus and Statement of the Fund adopted by the directors of Fund ("Directors")Additional Information, and subject to such further limitations as the Fund Trust may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall shall: (1i) obtain be responsible for the selection, oversight and evaluate such information relating monitoring of the sub-advisers to the economySeries with respect to the sub-advisers’ investment program, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, including the amount of the Series’ assets to allocate to each sub-adviser; (ii) provide on-going investment research and analysis regarding investment strategies used and that may be used by the Series; (iii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iiiiv) determine provide discretionary investment management services in accordance with the Series’ then current registration statement, which shall include determining from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement implementing those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; providedPROVIDED, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager shall carry out its duties with respect to the FundSeries's investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Managers Trust ("DirectorsTrustees"), and subject to such further limitations as the Fund Series may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's ’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("“Directors"”), and subject to such further limitations as the Fund may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Fund, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager shall carry out its duties with respect to the Fund's ’s investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund adopted by the directors of Fund ("“Directors"”), and subject to such further limitations as the Fund may from time to time impose by written notice to the Manager.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Portfolios and, as such, shall shall: (1i) obtain be responsible for the selection, oversight and evaluate such information relating monitoring of the sub-advisers to the economyPortfolios with respect to the sub-advisers’ investment program, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, including the amount of the Portfolios’ assets to allocate to each sub-adviser; (ii) provide on-going investment research and analysis regarding investment strategies used and that may be used by the Portfolios; (iii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectives, policies and restrictions, and (iiiiv) determine provide discretionary investment management services in accordance with the Portfolios’ then current registration statement, which shall include determining from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement implementing those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Portfolios hereby authorizes authorize any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolio which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Portfolio hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager shall act as the investment adviser to the Fund Portfolios and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Portfolios in a manner consistent with its investment objectivesobjective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundPortfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Portfolios which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-11a2 2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv)the law. The Manager shall carry out its duties with respect to the Fund's Portfolios' investments in accordance with applicable law and the investment objectivesobjective, policies and restrictions of the Fund Portfolios adopted by the directors trustees of Fund the Trust ("Directors"Trustees), and subject to such further limitations as the Fund Portfolios may from time to time impose by written notice to the Manager.. 1.2

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Trust and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businessesbusiness, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Trust in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundTrust, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Trust hereby authorizes any entity or person associated with the Manager Adviser or any sub-adviser retained by the Adviser pursuant to Section 7 of this Agreement, which is a member of a national securities exchange exchange, to effect or execute any transaction on the exchange for the account of the Fund Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(iv). The Manager Adviser shall carry out its duties with respect to the FundTrust's investments in accordance with applicable law and the investment objectives, policies and restrictions set forth in the Trust's then-current Prospectus and Statement of the Fund adopted by the directors of Fund ("Directors")Additional Information, and subject to such further limitations as the Fund Trust may from time to time impose by written notice to the ManagerAdviser.

Investment Management Services. The Manager Adviser shall act as the investment adviser to the Fund Series and, as such, shall (1i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Fund Series in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the FundSeries, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers. The Fund Series hereby authorizes any entity or person associated with the Manager Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Fund Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a-2(T)(a)(iv11a2-2(T)(a)(2)(iv). The Manager Adviser shall carry out its duties with respect to the Fund's Series’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Fund Series adopted by the directors trustees of Fund Trust ("Directors"“Trustees”), as described in the prospectus, and subject to such further limitations as the Fund Series may from time to time impose by written notice to the ManagerAdviser. The Adviser hereby represents that it is, and will continue to be during the continuation of this Agreement, the holder of all licenses, permissions, authorizations and consents required under all applicable laws to enable it to provide the services to the Manager under the terms of this Agreement, including but not limited to the necessary securities license from the Securities and Futures Commission of Hong Kong. The Adviser hereby undertakes to ensure that it will carry out its duties hereunder in accordance with all relevant applicable laws, rules and regulations from time to time in force including applicable codes. The Adviser shall, in performing its obligations hereunder, comply at all times will all applicable laws and regulations and the terms of all licenses, permissions, authorizations and consents necessary to enable it to perform such obligations.