Common use of Management Services Clause in Contracts

Management Services. Subject to the terms of this Agreement and the supervision and control of the Trust's Board, the Adviser shall provide the following services with respect to the Trust: (a) Preparation and maintenance of the Trust's Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

Management Services. Subject to the terms of this Agreement and the supervision and control of the Trust's ’s Board, the Adviser shall provide the following services with respect to the Trust: (a) Preparation and maintenance of the Trust's ’s Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("“Prospectus"”); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's ’s status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's ’s Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's ’s and each Fund's ’s quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's ’s Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

Management Services. Subject The Manager hereby agrees to the terms of this Agreement and the supervision and control of the Trust's Board, the Adviser shall provide the following corporate management services with respect to the TrustIssuer: (a) Preparation and maintenance designate individuals who are directors, officers or employees of the Trust's Registration Statement with Manager and who are available to serve, from time to time, as managers of the SECIssuer; (b) Preparation and periodic updating upon request by the managers of the prospectus and statement Issuer, designate individuals who are directors, officers or employees of additional information for the Funds ("Prospectus")Manager to serve, from time to time, as officers of the Issuer; (c) Preparationthrough directors, filing officers and employees of the Manager who are managers or officers of the Issuer: (i) furnish the Issuer with appropriate regulatory authoritiesordinary clerical and bookkeeping services; (ii) take such actions on behalf of the Issuer, as are necessary or desirable for the Issuer to remain organized in its jurisdiction of its registration as a limited liability company and qualified (in those foreign jurisdictions in which it becomes qualified) and to carry out its business, including, without limitation, the performance of all the responsibilities of the Issuer under every agreement to which the Issuer is a party; (iii) manage the issuance, delivery (other than for book-entry notes) and maturity schedule of the Issuer's medium term notes; (iv) manage the issuance, delivery and maturity schedule of the Issuer's variable funding notes; (v) manage the issuance, delivery of the Issuer's preferred membership interests and the declaration of dividends on and redemption of the Issuer's preferred membership interests; (vi) maintain the general ledger of the Issuer, and dissemination of various reports for prepare on a timely basis the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) financial statements and tax returns of the 1940 ActIssuer, annual subject to year-end audit, in accordance with generally accepted accounting principles; provide to each of the Rating Agencies within 90 days of the year-end of the Issuer, a copy of the financial statements of the Issuer which have been subject to a year-end audit and semiannual reports on Form Nprepared in accordance with generally accepted accounting principles; (vii) direct the auditing staff of the Issuer's independent accountants to facilitate the timely completion of the year-SARend audit review; (viii) perform those obligations of the Issuer under each of the Transaction Documents to which the Issuer is a party which the Administrator is not obligated to perform under the Administration Agreement; (ix) enforce each and every right of the Issuer under each of the Transaction Documents to which the Issuer is a party; (x) provide, or cause to be provided, notice to the Indenture Trustee and notices pursuant each of the Rating Agencies in the event that: (A) any action, suit or proceeding is pending against the Issuer; (B) any amendment is made to Rule 24f-2;the Issuer's Limited Liability Company Agreement (the "LLC Agreement"), dated as of June 30, 1999, with Raven Funding LLC, a Delaware limited liability company, as the common member thereof ( the "Common Member"); in each of the above instances, such notice shall be provided by the Manager within 30 days of the Manager's obtaining knowledge of such event; and (xi) defend, at the direction of the Issuer's managers, any action, suit or proceeding to cause a substantive consolidation of the assets and liabilities of the Issuer with the Common Member, VMS or any other Person. (d) Arrangement for all meetings of shareholdersprovide office space and such reasonable ancillary services as may be necessary to carry out its obligations under Sections l(a) through (c) hereof, including the collection of all information required for preparation of proxy statementstelecopying, the preparation duplicating and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetingsword processing services; (e) Maintenance and retention of all Trust charter documents provide such other services as are incidental to the foregoing or as the Issuer and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company;Manager may agree; and (f) Arrangement provide notice to each of Moody's and preparation and dissemination of all materials for meetings of S&P in the Board and committees thereof and preparation and retention of all minutes and other records thereof; event that any Independent Manager (gas defined in the LLC Agreement) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, is removed or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of appointed. In providing the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust under this Section 1 and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination under this Management Agreement, the Manager will not knowingly take any actions on behalf of the Trust's and each Fund's quarterly financial information Issuer which would cause the Issuer to the Board and preparation be in violation of such other reports relating to the business and affairs any federal law of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration United States of America or any law of any state, territory or domicile of the Trust's Code of Ethics and required reporting to United States or the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claimsLLC Agreement.

Management Services. Subject PRM will furnish all employees and resources necessary to provide for the terms necessary and appropriate management services to PURE, including, without limitation by reason of this Agreement and the supervision and control of the Trust's Boardspecification, the Adviser shall provide provision for the following services with respect to the Trustfunctions on behalf of PURE: (a) Preparation The administration and maintenance management of the Trust's Registration Statement with day-to-day insurance business of PURE including, without limitation, the SECprovision of all personnel for underwriting, claims, marketing, financial, legal, information technology and the provision of all senior management;· (b) Preparation The solicitation, receipt, and periodic updating acceptance or rejection of applications for insurance and the determination of the prospectus acceptability of the risks involved in accordance with the underwriting policies and statement of additional information for the Funds ("Prospectus")standards as established by PRM; (c) PreparationThe underwriting, filing classification, rating and issuance of policies, endorsements and binders of insurance for PURE in accordance with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2customary insurance practices; (d) Arrangement The collection, receipt and accounting for all meetings funds received as payments of shareholdersinsurance premiums, including contributions to surplus and other receipts and the collection timely deposit of all information required for preparation such funds in a Federal Reserve System member bank or banks in the name of proxy statements, PURE in accordance with the preparation policies and filing procedures established by PRM; the establishment and monitoring of loss reserves in accordance with appropriate regulatory agencies sound insurance and actuarial practices and procedures; the maintenance of such proxy statements, the supervision all funds of solicitation of shareholders and shareholder nominees PURE in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public accordance with applicable law and the mediainvestment of assets in accordance with applicable legal requirements and the advice or instructions of investment advisors retained by PRM, and preparation and retention at the expense of all minutes and all other records required to be kept in connection with such meetingsPURE; (e) Maintenance The placement of reinsurance as required by law or by sound and retention accepted insurance and business practices, the payment of premiums thereof at the expense of PURE, the maintenance of all Trust charter documents necessary records in connection with such reinsurance, and the filing taking of all documents actions or the making of any claims required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment companyor permitted by such reinsurance; (f) Arrangement The provision and preparation maintenance, directly, or indirectly through a third party claims administrator, of adequate claims supervision and dissemination facilities for the timely processing of all materials claims, notice and proofs of loss against PURE and for meetings the timely payment of claims on behalf of and at the Board and committees thereof and preparation and retention expense of all minutes PURE, including the employment of claims adjusters, attorneys and other records thereofprofessionals, and other personnel to handle claims on behalf of PURE; (g) Preparation The monitoring of legal affairs, including compliance with applicable legal requirements and filing the making of required filings with the Trust's Federal, state, Florida Office of Insurance Regulation and local income tax returns and calculation of any tax required to be paid in connection therewithall other governmental authorities having jurisdiction over PURE; (h) Calculation The appointment, supervision and termination of all Trust agents and Fund expenses and arrangement for the payment thereofbrokers; (i) Calculation The commencement and defense, at the expense of PURE, of legal and arrangement for payment administrative proceedings brought by or against PURE including acceptance of all incomeservice of process on behalf of PURE, capital gainentering legal appearances on behalf of PURE and the compromise, litigation, defense and other distributions to shareholders settlement of each Fund;losses and claims; and (j) Determination, after consultation with the officers The taking of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of all such other reports relating actions as PRM determines to the business be necessary, advisable or proper in order for PRM to discharge its responsibilities and affairs of the Trust duties under PURE·s governance documents and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, subthis Attorney-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claimsin-Fact Agreement.

Management Services. Subject to the terms and conditions of this Agreement and in reliance on the supervision representations and control of the Trust's Boardwarranties contained herein, the Adviser shall High Times Group hereby agrees to retain Oreva to provide the following management services with respect to the Trust: High Times Group (a) Preparation and maintenance of the Trust's Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof;“Management Services”): (i) Calculation managing relationships with the Senior Lender, (ii) overseeing the process of and arrangement for payment consummating a Conversion Event, (iii) providing administrative services, including recommendations to the Parent’s Board of all incomeDirectors of the engagement of or, capital gainwith the approval of the Board of Directors, and engaging agents, consultants or other distributions third party service providers to shareholders of the Parent, including accountants, lawyers, registered investment advisers or experts, in each Fundcase, as may be necessary by the Parent from time to time; (jiv) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may authorized from time to time reasonably requestby the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community; (mv) Administration identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Parent Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Parent as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Trust's Code of Ethics Parent’s accounting, legal and required reporting to the Board and officer compliance therewithother advisors; (nvi) Provision evaluate, manage, negotiate and providing assistance to the Parent Board of internal Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Parent’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Parent as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Parent based on legal, tax and other considerations and the advice of the Parent’s accounting, compliance, audit, legal and risk management services and periodic reporting to the Board with respect to such servicesother advisors; (ovii) Negotiationevaluate and assist in negotiations with various financing sources for the High Times Group, administration, including bankers and oversight of third party services to others providing debt and/or equity financings for the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal servicesHigh Times Group; (pviii) Negotiation assist the Board of Directors and arrangement for insurance desired or required executive officers of the Trust High Times Group in locating, structuring, negotiating and administering all claims thereunderfinancing strategic acquisitions of other related broker/dealers, asset management companies and other financial services companies; (qix) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and assist the Board of Directors and executive officers of High Times Group in connection with sourcing, structuring, negotiating and consummating debt and equity financing for the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio informationParent and/or Trans-High; and (vx) Filing assist the Board of claims, class actions involving portfolio securities, Directors and handling administrative matters executive officers of the High Times Group in connection with developing additional business by sourcing prospective investment banking clients, merger and acquisition and other advisory business from third parties and advising the litigation or settlement Board of Directors and executive officers of the High Times Group in structuring, negotiating and consummating such claimsadditional business.

Management Services. Subject to the terms of this Agreement and the supervision and control of the Trust's Board, the Adviser shall provide the following services with respect to the Trust: : (a) Preparation and maintenance of the Trust's Registration Statement with the SEC; ; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); ; (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; ; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; ; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; ; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; ; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; ; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; ; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; ; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; ; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); ; (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; ; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; ; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; ; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; ; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; ; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; ; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; ; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; ; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; ; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

Management Services. Subject to the terms of this Agreement and the supervision and control of the Trust's Board, the Adviser shall provide the following services with respect to the Trust: (a) Preparation and maintenance of the Trust's Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses andresponses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

Management Services. Subject The Company agrees to provide sufficient personnel and supplies so that it can perform or provide for the performance of all necessary and appropriate management services to the terms of this Agreement and the supervision and control of the Trust's Board, the Adviser Exchange. It is understood that all such management services shall provide the following services with respect to the Trust: (a) Preparation and maintenance of the Trust's Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees be performed in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection accordance with such meetings; (e) Maintenance policies and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status standards as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may established from time to time reasonably requestby the Attorney-in-Fact, as well as in accordance with sound insurance and actuarial practices and procedures and any applicable laws. Those management services include, without limitation by reason of specification, the following functions: 2.1 The administration and management of the day-to-day insurance business of the Exchange including, without limitation, underwriting and the administration of claims; (m) Administration 2.2 The underwriting of applications for insurance, including passing upon the desirability of risks, the issuance of premium quotes and policies or binders, all in accordance with sound insurance underwriting guidelines and practices established by the Company; 2.3 The establishment and maintenance for the Exchange of complete and accurate records of all reciprocal insurance contracts exchanged by the Exchange, as well as all financial and business records, consistent with sound business practices and in compliance with regulatory requirements; the supervision of outside consultants and professionals retained at the expense of the Trust's Code of Ethics and required reporting Exchange to the Board and officer compliance therewith; (n) Provision of internal legal, provide all accounting, complianceactuarial and auditing services, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited toto the establishment and monitoring of loss reserves, sub-advisory, custody, tax, disaster recovery, audit, compiling financial statements and legal servicesthe preparation of all reports required by governmental and nongovernmental regulatory and supervisory authorities; (p) Negotiation 2.4 The collection, receipt and arrangement for processing of all funds received as payments of insurance desired or required premiums, contributions to surplus and other receipts of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the pressExchange, and the general public concerning timely deposit of all such funds in a bank or banks in the business name of the Exchange; the maintenance of all funds of the Exchange and the investment of the Exchange’s investable assets in accordance with the advice or instructions of any investment advisors retained by the Attorney-in-Fact on behalf of the Exchange; 2.5 The placement of reinsurance, the payment of reinsurance premiums at the expense of the Exchange, the maintenance of all records in connection with such reinsurance, and the taking of all actions or the making of any claims required or permitted by such reinsurance; 2.6 The provision and maintenance, including through a third party claims administrator, of claims supervision and facilities for the timely processing of all claims, notices and proofs of loss against the Exchange and for the timely payment of claims on behalf of and at the expense of the Exchange, including the employment of personnel to handle claims on behalf of the Exchange, it being understood that all unallocated claims expenses shall be borne by the Attorney-in-Fact and all allocated claims expenses shall be borne by the Exchange. Allocated and unallocated claims expenses shall have the meanings assigned thereto in the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual; 2.7 The retention of investment advisors for and on behalf of the Exchange at the expense of the Exchange; 2.8 The preparation of promotional material for and on behalf of the Exchange; 2.9 The monitoring of the legal affairs of the TrustExchange, including the oversight making of all periodic inspections required filings with the Insurance Department of the operations Commonwealth of Pennsylvania and all other governmental authorities having jurisdiction over the Exchange; 2.10 The appointment, supervision and termination of agents on behalf of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authoritiesExchange, and the general publicpayment to them of commissions at the expense of the Exchange, for insurance coverages placed with the Exchange in such amounts as shall be determined by the Attorney-in-Fact; (s) Monitoring legal2.11 The commencement and defense, tax, regulatory, and industry developments related to at the business affairs expense of the Trust Exchange, of legal and communicating such developments to administrative proceedings brought by or against the officers Exchange including acceptance of service of process on behalf of the Exchange, entering legal appearances on behalf of the Exchange and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration compromise, prosecution, defense and settlement of operating policies of the Trust losses and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio informationclaims; and (v) Filing 2.12 The taking of claimsall such other actions and things as the Attorney-in-Fact shall determine to be necessary, class actions involving portfolio securitiesconvenient, advisable, or proper in order to discharge properly and handling administrative matters in connection with good faith the litigation or settlement responsibilities and duties of such claimsthe Attorney-in-Fact under the Declaration of Organization of the Exchange and this Attorney-in-Fact Agreement.

Management Services. 3.01. Subject to the terms of this Agreement restrictions set forth below and in Section 10, the supervision Manager, acting as an agent for the Owner and control its Subsidiaries, shall have exclusive authority to perform and conduct all aspects relative to the commercial management and operation of the Trust's BoardVessels with the right, the Adviser shall provide the following services with respect power and authority to the Trust: (a) Preparation do all things which, in its judgment, are necessary, proper or desirable to perform its duties and maintenance obligations as commercial manager of the Trust's Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the FundsVessels under this Agreement, including but not limited to semiannual reports the power and authority to:. (a) Enter into contracts of affreightment, charters, subcharters and other employment contracts with respect to shareholders under the Vessels subject to the limitations and restrictions of Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-210; (db) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk provide freight management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisoryvoyage estimates and accounts, custodyas well as calculation of hire and freight and/or demurrage/despatch moneys due from the employment of the Vessels. The Manager undertakes regularly to inform the Owner about the future employment fixed for the Vessels, tax, disaster recovery, audit, to provide monthly reports of market trends and legal servicesperiodic rate forecasts; (pc) Negotiation issue voyage instructions to the Vessels, appoint agents and arrangement stevedores, arrange for insurance desired or required the surveying of the Trust cargoes upon loading/discharge and administering all claims thereunderthe Vessels upon delivery/redelivery, if necessary, and order and arrange for bunker supplies; (qd) Response settle on behalf of the Owner all accounts for Operating Costs; (e) maintain in accordance with generally accepted accounting principles in the United States of America, records and accounts for matters related to the Vessels, supply monthly reports and other relevant financial information, including financial reports for each calendar quarter within 15 days of the end of such quarter and for each calendar year within 30 days of the end of such year, to the Technical Manager and the Owner and otherwise cooperate with the Technical Manager and the Owner so that they are able to comply with any public reporting requirements; (f) follow the Owner’s instructions with respect to any funds not immediately required for the business of the Vessels or the Owner; (g) coordinate with the Owner and the Technical Manager the scheduling of repair, maintenance and dry-docking of the Vessels; (h) credit to the Owner all inquiries discounts and commissions including address commission to the Manager, if any, (excluding the remuneration under Section 6) obtained by regulatory agenciesthe Manager in the course of the performance of its duties and obligations under this Agreement; (i) bring and/or defend, settle, adjust and/or compromise any claim, arbitration or litigation with a third party arising out of the presscommercial employment of the Vessels under this Agreement and cooperate with the Owner in the handling of such claims, arbitrations or litigation, and to obtain legal advice, in accordance with the Owners FDD insurance as approved by the relevant P&I Club and underwriters in respect to same; any settlement to be done only after having received the approval of the Owner; (j) develop, arrange and supervise other services that would be normally provided by a prudent vessel manager for the safe and efficient commercial operation and employment of the Vessels; and (k) inform the Owner without delay about all incidents which occur in connection with subsections 3.1(g) and (i). 3.02. The Manager shall (without prejudice to the generality of any of the obligations, duties, powers and discretions vested in the Manager under or pursuant to this Agreement) be entitled, and the general public concerning Owner hereby authorizes and empowers the business and affairs of Manager, to: (a) employ such agents as it deems necessary or expedient (with liberty to appoint any Person associated with the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax leviesManager in any such capacity); (rb) Handling subject to the provisions of subsection 5.01, open, continue and resolution operate such banking account or accounts as it deems necessary or expedient; provided the Manager shall notify the Owner of any complaints registered with the Trust by shareholders, regulatory authoritiesopening of each such account, and each of the general publicManager and the Owner (or their respective designees) shall have authority over each such accounts; (sc) Monitoring legalsubcontract any of its obligations, taxduties, regulatorypowers, discretions or rights under this Agreement; provided, however, any such subcontract shall not relieve the Manager from ensuring the due and industry developments related proper fulfillment of this Agreement; and further provided that Manager shall, with respect to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request any material obligations, duties, powers, discretions or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund rights, and to the extent necessary to comply with new legal or regulatory requirementspracticable, notify and seek the approval of the Owner for such proposed subcontract, which approval shall not be unreasonably withheld; (ud) Responding obtain legal advice in relation to surveys conducted by third parties and reporting disputes or other matters affecting the interests of Fund performance and other portfolio informationthe Owner or its Subsidiaries in relation to the Vessels; provided that in the event such legal advice shall likely require Manager to incur more than $5,000 in fees, the Manager shall seek the prior approval of the Owner, which approval shall not be unreasonably withheld; and (ve) Filing bring and/or defend and/or (subject to the final approval of the Owner) settle on behalf of the Owner or its Subsidiaries actions, claims, class actions involving portfolio securitiessuits or proceedings in connection with or any of the matters entrusted to the Manager under or pursuant to this Agreement; provided that with respect to any material action or claim, Manager shall seek the prior approval of Owner. 3.03. In concluding contracts of affreightment, charters, subcharters and handling administrative matters other employment contracts with respect to the Vessels, the Manager shall ensure that the name of the Owner or its Subsidiary, as the case may be, shall appear and be identified in such documents as Owners/Disponent Owners/Carriers and the Manager shall sign in its capacity as “Agent” for and on behalf of the Owner or its Subsidiary. 3.04. The Manager undertakes to cooperate in all reasonable respects with the Owner in connection with the litigation Owner’s completion of the initial public offering of its common stock, and to cooperate in all reasonable respects in assisting the Owner with any public reporting or settlement related requirements that the Owner may have under the securities laws of such claimsthe United States. The Manager undertakes also to cooperate with other reasonable requests for information and assistance made by the Owner.

Management Services. Subject to the terms of this Agreement and the supervision and control of the Trust's ’s Board, the Adviser shall provide the following services with respect to the Trust: (a) Preparation and maintenance of the Trust's ’s Registration Statement with the SEC; (b) Preparation and periodic updating of the prospectus and statement of additional information for the Funds ("“Prospectus"”); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's ’s status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's ’s Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's ’s and each Fund's ’s quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's ’s Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; ; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

Management Services. Subject AMRM, either directly, or indirectly through its Administrative Services Agreement, dated August 14, 2020 (the "Services Agreement"), by and between AMRM and K2 Insurance Services, LLC, will furnish all employees and resources to perform necessary and appropriate management services for XXXX, including, without limitation by reason of specification the terms following functions on behalf of this Agreement XXXX: a) The administration and management of the day-to-day insurance business of XXXX including, without limitation, the provision of all personnel for underwriting, claims, marketing, financial, legal and information technology functions and the supervision provision of all senior management; b) The solicitation, receipt, and control acceptance or rejection of applications for insurance and the determination of the Trust's Boardacceptability of the risks involved in accordance with the underwriting policies and standards as established by AMRM; c) The underwriting, the Adviser shall provide the following services classification, rating and issuance of policies, endorsements and binders of insurance for XXXX in accordance with respect to the Trust:customary insurance practices; (ad) Preparation The establishment and maintenance of the Trust's Registration Statement complete and accurate records of all reciprocal insurance contracts exchanged by AMRM on behalf of XXXX in accordance with the SECpolicies and standards established by AMRM; (be) Preparation The collection, receipt and periodic updating accounting for all funds received as payments of insurance premiums, contributions to surplus and other receipts, and the prospectus timely deposit of all such funds in a Federal Reserve System member bank or banks in the name of XXXX in accordance with the policies and statement procedures established by AMRM; the establishment and monitoring of additional information for loss reserves in accordance with sound insurance and actuarial practices and procedures; the Funds ("Prospectus")borrowing of money on behalf of XXXX; the maintenance of all funds in accordance with applicable law; and the investment of assets in accordance with applicable legal requirements and the advice or instructions of investment advisors retained by AMRM, at the expense of XXXX; (cf) PreparationThe establishment and maintenance of all financial and business records required by applicable laws, filing regulations, generally accepted insurance and accounting practices and in accordance with appropriate the policies and standards established by AMRM; and the preparation of all reports required by governmental and nongovernmental regulatory and supervisory authorities, and dissemination of various reports for the Funds, including but not limited to semiannual reports to shareholders under Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2; (dg) Arrangement for all meetings The placement of shareholdersreinsurance as required by law or by sound and accepted insurance and business practices, including the collection payment of premiums thereof at the expense of XXXX, the maintenance of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other necessary records required to be kept in connection with such meetingsreinsurance, and the taking of all actions or the making of any claims required or permitted by such reinsurance; (eh) Maintenance The provision and retention maintenance, directly, or indirectly through a third party claims administrator, of adequate claims supervision and facilities for the timely processing of all Trust charter documents claims, notices and proofs of loss against XXXX and for the filing timely payment of all documents required to maintain claims on behalf of and at the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination expense of all materials for meetings XXXX, including the employment of the Board and committees thereof and preparation and retention of all minutes claims adjusters, attorneys and other records thereof; (g) Preparation personnel to handle claims on behalf of XXXX, with all allocated costs, unallocated costs and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required claim expenses to be paid in connection therewithby XXXX; (hi) Calculation The retention of all Trust investment advisors, financial advisors, actuaries and Fund expenses and arrangement for other necessary consultants, at the payment thereofexpense of XXXX; (ij) Calculation The preparation of and arrangement for payment of all incomemailings, capital gainadvertisements, newsletters and other distributions to shareholders of each Fundpromotional and marketing materials; (jk) DeterminationThe monitoring of legal affairs, after consultation including compliance with applicable legal requirements and the making of required filings with the officers Florida Office of the TrustInsurance Regulation and all other governmental authorities having jurisdiction over XXXX; l) The appointment, supervision and termination of the jurisdictions in which Shares shall be qualified for saleagents, or may be sold pursuant to an exemption from such qualification, brokers and preparation personnel; m) The development and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust all systems and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent procedures necessary to comply with new legal or regulatory requirementsany insurer anti-fraud requirements of the State of Florida and any other jurisdiction in which XXXX is authorized to conduct business; (un) Responding to surveys conducted The commencement and defense, at the expense of XXXX, of legal and administrative proceedings brought by third parties or against XXXX including acceptance of service of process on behalf of XXXX, entering legal appearances on behalf of XXXX and reporting the compromise, litigation, defense and settlement of Fund performance losses and other portfolio informationclaims; and (vo) Filing The taking of claimsall such other actions as AMRM determines to be necessary, class actions involving portfolio securities, advisable or proper in order for AMRM to discharge its responsibilities and handling administrative matters in connection with the litigation or settlement of such claimsduties under this Agreement.

Management Services. AmSurg shall have the responsibility to supervise, consult in and oversee the business operations of the Managed Centers. Subject to the terms of this Agreement and the supervision general direction and control of the Trust's Boardgoverning body of each entity that owns a Managed Center, AmSurg shall have the responsibility to, and PRG shall take all actions necessary to grant AmSurg access to all accounts so that AmSurg may, coordinate all business and administrative activities pertaining to each Managed Center, including, but not in any way limited to, the Adviser shall provide following: 3.1 Assist the following services Managed Center in operating in an efficient and business like manner; 3.2 Coordinate the purchase or lease of inventory, supplies and pharmaceuticals necessary for the operation of the Managed Center which will be purchased or leased at a level consistent with respect historical practice; 3.3 Coordinate all reasonable and necessary actions to maintain all licenses, permits and certificates required for the operation of the Managed Center, and to ensure that all appropriate certification and accreditation available to the Trust:Managed Center's operations are obtained; (a) Preparation 3.4 Coordinate, together with the Medical Director, ongoing programs to increase community and maintenance payor awareness of the Trust's Registration Statement with the SECManaged Center; (b) Preparation 3.5 Negotiate contracts for the provision of services by the Managed Center with appropriate third party payors, both public and periodic updating private; 3.6 Provide input and make recommendations to the governing body on the overall charge structure of the prospectus Managed Center, and statement arrange for payment of additional information such charges by others, when appropriate; 3.7 Oversee and direct the personnel performing accounting and bookkeeping services for the Funds ("Prospectus"); (c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the FundsManaged Center, including but not limited to, all actions necessary to semiannual reports (1) maintain the books of account, including all journals and ledgers, check register and payroll records, (2) post all patient and other charges, including necessary analyses and corrections, (3) establish adequate receivable, credit and collection policies and procedures, (4) assist the billing and collections personnel in performing billing and collections services in a manner consistent with historical practice, (5)process vendors' invoices and other accounts payable on a current basis, (6) prepare payroll checks from time sheet summaries prepared under AmSurg's supervision, (7) prepare monthly bank reconciliations, and (8) establish patient direct pay and insurance billing procedures; 3.8 Develop and revise, subject to shareholders under Section 30(d) approval by the governing body of each Managed Center, all necessary policies and operating procedures pertaining to each aspect of the 1940 ActManaged Center's operations; 3.9 In conjunction with the Medical Director, annual hire, supervise, discipline and semiannual reports on Form N-SARdischarge all personnel working in the Managed Center and providing direct patient care, as needed; 3.10 Arrange for the purchase of necessary insurance coverage for the Managed Center; 3.11 Establish and administer accounting procedures and controls and systems for the development, preparation, and notices pursuant to Rule 24f-2; (d) Arrangement for all meetings keeping of shareholders, including the collection records and books of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings; (e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment company; (f) Arrangement and preparation and dissemination of all materials for meetings of the Board and committees thereof and preparation and retention of all minutes and other records thereof; (g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination of the Trust's and each Fund's quarterly financial information to the Board and preparation of such other reports accounting relating to the business and financial affairs of the Trust and each Fund as the officers and Board may from time to time reasonably requestManaged Center; (m) Administration 3.12 Subject to the prior written approval of PRG, distribute to the partners or members of each Managed Center, on a pro rata basis according to ownership interests, and on a frequency consistent with the applicable provisions of the Trust's Code operating agreement or partnership agreement of Ethics each Managed Center, but in no event less frequently than quarterly, the available cash flow of the appropriate Managed Center, which equals the cash funds of the Managed Center, less provisions for payment of all outstanding and required reporting to the Board unpaid current cash obligations as well as reasonably anticipated cash expenses and officer compliance therewithobligations; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement 3.13 Prepare unaudited annual financial statements for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust Managed Center and its agents deliver a copy thereof to PRG and the governing body of the Managed Center; furnish PRG and the governing body of the Managed Center in a timely fashion with monthly operating reports and other reports reasonably requested by regulatory authorities and responses to subpoenas and tax leviesPRG or any member of the governing body of a Managed Center; (r) Handling 3.14 Prepare capital and resolution operating budgets for approval by the governing body of any complaints registered each Managed Center; 3.15 Make capital expenditures as approved or directed by the governing body of each Managed Center; 3.16 Provide PRG and each Managed Center with the Trust by shareholdersinformation necessary in order to prepare the state and federal tax returns of PRG and each Managed Center; and 3.17 Perform all duties herein required of it in good faith and with reasonable diligence so as to assure that the Managed Centers efficiently provide appropriate quality health care to patients. Notwithstanding the foregoing, regulatory authoritiesthe parties acknowledge and agree that the process of initiating the provision of management services to each of the Managed Centers will involve a transition period, and the general public; (s) Monitoring legalmanagement of certain Managed Centers may not become the responsibility of AmSurg immediately on the Effective Date. In such event, tax, regulatorythe parties agree to cooperate in the exchange of pertinent information concerning the operation of such Managed Center, and industry developments related further agree to use commercially reasonable efforts to complete the business affairs transition of management responsibility to AmSurg as soon as reasonably practicable. In no event will the failure of AmSurg to provide services specified in Section 3 hereof with respect to a Managed Center for which AmSurg has not been able to assume complete management responsibility to on or after the Effective Date be deemed a breach by AmSurg of any of the Trust provisions of this Agreement. The parties acknowledge and communicating such developments to agree that PRG does not have control over the officers and physicians using the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies facilities of the Trust Managed Centers and recommendation although PRG will use commercially reasonable efforts, it cannot unilaterally cause those physicians to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply cooperate with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claimsAmSurg's management activities.

Management Services. Subject to the terms of this Agreement and the supervision direction and control of the Trust's Board, the Adviser shall provide the following services with respect to Board of Trustees of the Trust, AIMI shall: (a) Preparation and maintenance Assist in supervising all aspects of the TrustFund's Registration Statement with operations, other than those which are to be managed by the SECCustodian pursuant to the Custodian Agreement; (b) Preparation Act, in performing its duties as administrator, in conformity with the Declaration of Trust, the Registration Statement, Prospectus and periodic updating Statement of Additional Information, the instructions and directions of the prospectus Board of Trustees of the Trust and statement of additional information for the Funds ("Prospectus")in compliance with all applicable federal and state laws and regulations; (c) PreparationFurnish to the Fund, filing with appropriate regulatory authoritiesat AIMI's sole expense, the services of such persons competent to perform such administrative and dissemination clerical functions as may be necessary from time to time in order to provide effective administration of various reports the Fund and maintain or provide for the Fundsmaintenance of such accounts, including but not limited to semiannual reports to shareholders books and records as are required under Section 30(d) this Agreement or reasonably requested by the Board of Trustees of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2Trust; (d) Arrangement Arrange for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation on behalf of the Fund of any and filing with appropriate regulatory agencies of such proxy statements, all required Fund or Trust tax returns and reports to the supervision of solicitation of Fund's shareholders and shareholder nominees in connection therewith, tabulation (or supervision the periodic amending of the tabulation) Registration Statement, Prospectus and Statement of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetingsAdditional Information; (e) Maintenance Furnish to the Fund, at AIMI's sole expense, adequate office facilities (which may be AIMI's own offices), data processing services, clerical, accounting and retention of bookkeeping services, stationery and office supplies and all Trust charter documents other necessary office equipment and the filing of all documents required to maintain the Trust's status as a Delaware business trust and as a registered open-end investment companyrelated services; (f) Arrangement and preparation and dissemination At least once each quarter, provide the Board of all materials for meetings Trustees of the Board Trust with a detailed evaluation of the performance of the Fund based upon such factors as AIMI shall deem appropriate in light of its knowledge and committees thereof and preparation and retention of all minutes and other records thereofexperience; (g) Preparation and filing Each fiscal quarter furnish to the Board of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith; (h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof; (i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund; (j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which Shares shall be qualified for sale, or may be sold pursuant to an exemption from such qualification, and preparation and maintenance of the qualification of the Shares for sale under the securities laws of each such jurisdiction; (k) Provision of the services of persons who may be appointed as officers Trustees of the Trust by the Board (it is agreed that some person or persons may be officers of both the Trust and the Adviser, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law); (l) Preparation and dissemination with a copy of the Trust's and each Fund's quarterly financial information statements for the fiscal quarter most recently ended, furnish to the Board and preparation of such other reports relating to the business and affairs Trustees of the Trust and each Fund Fund's shareholders such financial statements and other periodic reports as are required by applicable law, and furnish to the officers Board of Trustees of the Trust such other reports and Board information as they may from time to time reasonably request; (m) Administration of the Trust's Code of Ethics and required reporting to the Board and officer compliance therewith; (n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board with respect to such services; (o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, sub-advisory, custody, tax, disaster recovery, audit, and legal services; (p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder; (q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies; (r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public; (s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and the Board as they may reasonably request or as the Adviser believes appropriate; (t) Administration of operating policies of the Trust and recommendation to the officers and the Board of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements; (u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and (v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.