Common use of Scope of Investment Authority Clause in Contracts

Scope of Investment Authority. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of all or a portion of the assets of the Fund Fund, as designated by Adviser, on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, strategies, policies, restrictions and restrictions limitations as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the designated portion of the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Subadviser’s transactions on behalf of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser that Subadviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may the Adviser reserves the right to place orders and communicate trade instructions with brokers or counterparties upon request of Advisercounterparties.

Scope of Investment Authority. (a) Subject to the supervision of the Board board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board of Trustees Directors of the Trust Corporation (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this AgreementAgreement by any event or circumstance, including, but not limited to, a result of force majeure, loss of regulatory permission, permission and loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, and to require Subadviser to make reasonable and mutually acceptable reports, reports and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if of its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser Subadviser, may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Sub-Adviser and Sub- Subadviser will manage the investments and determine the composition of the assets Sub- Advised Assets of the Fund Fund(s) on a discretionary basis and provide the services under this Agreement in accordance with with: (i) the requirements of the Investment Company Act of 1940, as amended (“1940 Act”), and the rules and regulations thereunder applicable to the Fund; (ii) the requirements of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules and regulations thereunder applicable to Sub-Subadviser; (iii) the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to “regulated investment companies” and the Fund; each Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statementeach Fund’s Governing Documents, copies of which shall be sent to Sub-Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. Notwithstanding any other provision of this Agreement, Adviser or the Company shall be responsible, and Sub-Subadviser shall not be responsible (including for any related costs or expenses), for ensuring that the Fund(s) comply with all ethical, qualification, certification and other requirements applicable to the Fund(s) or portfolio investments (including management of the Fund(s)) under Shariah law or principles. (b) In the event Sub-Adviser determines that Sub-Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Sub-Subadviser, the Sub-Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Sub-Subadviser under this Agreement. For the avoidance of doubt doubt, nothing in this clause restricts Sub-Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Sub- Subadviser. (bc) The parties agree that, for so long as this Agreement shall remain in effect, Sub- Adviser and Sub-Subadviser shall exercise discretionary investment authority over the manner in which the each Fund’s assets Sub-Advised Assets are invested without obtaining any further approval or consent from the Board or Sub-Adviser; provided that the Board Adviser and the Sub-Adviser shall at all times have the right to monitor the each Fund’s investment activities and performance, require Sub-Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the each Fund’s assets Sub-Advised Assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Sub-Subadviser, Sub- Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the FundFund(s). Notwithstanding the foregoing, Sub-Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser or Sub-Adviser.

Scope of Investment Authority. (a) Subject to the supervision of the Board board of Trustees Directors of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Fund on a discretionary basis and provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Registration Statement, copies of which shall be sent to Subadviser by the Adviser prior to the commencement of this Agreement and promptly following any amendment. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject to approval of the Board and notice to Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviser. (b) The parties agree that, for so long as this Agreement shall remain in effect, Subadviser shall exercise discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject The Sub-adviser is hereby authorized, on a discretionary basis, to the supervision of the Board of Trustees of the Trust (the “Board”) and Adviser, Subadviser will manage the investments and determine the composition of the assets of the Allocated Portion; provided that the Allocated Portion shall be managed with the objective of obtaining the price and yield performance of the Xxxxxxx 3000 Index or such other index or management strategy as the Fund, Adviser and Sub-adviser may agree in writing from time to time. Sub-adviser’s management of the Allocated Portion shall be subject at all times to (i) the supervision and control of the Board of Directors of the Fund on a discretionary basis (the “Board” or “Board of Directors”); (ii) the requirements of the 1940 Act and provide the services under this Agreement in accordance with rules thereunder; (iii) the Fund’s investment objective or objectivesobjective, policies, policies and restrictions limitations as stated provided in the Fund’s registration statement on Form N-2 (as amended or supplemented from time to time, the “Registration Statement”); and (iv) such instructions, copies of which shall be sent to Subadviser by the Adviser prior restrictions, policies and limitations relating to the commencement Fund and/or the performance of this Agreement oversight of the Sub-adviser’s duties hereunder as the Board or Adviser may from time to time adopt and promptly following communicate in writing to Sub-adviser; provided that the Fund or Adviser shall provide Sub-adviser with notice reasonably in advance of the effectiveness of any amendmentchanges to the matters covered by clauses (iii) and (iv) to the extent they relate to the Allocated Portion (“Policy Changes”) and shall cooperate with respect to the implementation of such Policy Changes. In the event that Sub-adviser objects in writing to any Policy Change that is material on the basis that Sub-adviser would be unable to perform its duties under this Agreement without unreasonable effort or expense (the reasonableness of the matter to be viewed in light of industry practice for a registered investment adviser serving registered investment companies and managing assets of $50 billion or more), the Fund, Adviser determines and Sub-adviser shall cooperate in seeking to resolve the Sub-adviser’s objection prior to the effectiveness of such Policy Change and if the issues cannot be resolved between the parties then the Sub-adviser shall have the right for a period that Subadviser ends on the sixtieth day after effectiveness of such Policy Change to terminate this Agreement upon ten business days notice to the Fund and the Adviser. It is unable by an event acknowledged and agreed that the Fund or circumstance Adviser may delay or cancel the effectiveness of a Policy Change at any time, including after it receives notice of Sub-adviser’s intent to fulfill its responsibilities under terminate this Agreement, includingand that Sub-adviser shall have no right to terminate this Agreement pursuant to this Section 1.2(a) if such Policy Change does not become effective prior to such termination date. Notwithstanding anything herein to the contrary, but Sub-adviser is not limited toauthorized to take any action, a result including the purchase and sale of force majeureportfolio securities, loss in contravention of regulatory permissionany restriction, loss of key personnellimitation, and subject to approval of the Board and notice to Subadviserobjective, the Adviser policy or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to Subadviser under this Agreement. For the avoidance of doubt nothing instruction described in this clause restricts Adviser from exercising its complete authority to assume direct responsibility for any function delegated to SubadviserSection 1.2(a). (b) The parties agree It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser Sub-adviser shall exercise retain discretionary investment authority over the manner in which the Fund’s assets are invested without obtaining Allocated Portion is invested, and Adviser shall not have the right to overrule any further approval or consent from the Board or Adviserinvestment decision with respect to a particular security made by Sub-adviser in accordance with Section 1.2 hereof; provided that the Board and Adviser shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser Sub-adviser to make reasonable and mutually acceptable reports, reports and give explanations as to the manner in which the Fund’s assets are being invested. (c) , and, should either Adviser shall notify Subadviser from time to time of or the institutions which shall hold the FundBoard become dissatisfied with Sub-adviser’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fundperformance in any way, (ii) Subadviser shall give instructions to the custodian(s), terminate this Agreement in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together accordance with the name and other relevant information with respect to the new custodian(s)provisions of Section 8.2 hereof. (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of Adviser.

Scope of Investment Authority. (a) Subject Subadviser shall act as a discretionary investment adviser with respect to the Duration Strategy. In such capacity, Subadviser shall, subject to the supervision of Adviser and the Board of Trustees Trustees, regularly provide the Trust with investment research and advice, and shall furnish recommendations to Adviser, regarding implementation of the Trust Duration Strategy, subject at all times to, (i) the “Board”) and Adviser, Subadviser will manage the investments and determine the composition requirements of the assets of 1940 Act and the Fund on a discretionary basis rules thereunder, (ii) the investment objective, policies and provide the services under this Agreement in accordance with the Fund’s investment objective or objectiveslimitations, policies, and restrictions as stated provided in the Trust’s Registration Statement, copies of which shall be sent Statement and other Trust governing documents most recently provided to Subadviser by the Adviser prior Adviser, and (iii) such instructions, policies and limitations relating to the commencement of this Agreement Trust as the Trustees or Adviser may from time-to-time adopt and promptly following any amendmentcommunicate in writing to Subadviser. In the event Adviser determines that Subadviser is unable by an event or circumstance to fulfill its responsibilities under this Agreement, including, but not limited to, a result of force majeure, loss of regulatory permission, loss of key personnel, and subject Subject to approval of the Trust’s Board and notice to the Subadviser, the Adviser or any if its affiliates reserves the right and retains its complete authority immediately to assume direct responsibility for any function delegated to preformed by the Subadviser under this Agreement. For The Subadviser’s duties under this Agreement are limited to providing recommendations to the avoidance Adviser with respect to the Duration Strategy. Subadviser shall have no authority pursuant to this Agreement to directly implement the Duration Strategy recommendations on behalf of doubt nothing in this clause restricts the Trust, including the purchase and sale of securities or derivatives on behalf of the Trust and related implementation, unless otherwise requested or required by the Adviser from exercising its complete authority to assume direct responsibility for any function delegated to Subadviseror the Trust. (b) The parties agree that, for so long as this Agreement Subadviser’s recommendations regarding the Duration Strategy shall remain in effect, Subadviser shall exercise discretionary investment authority over be consistent with the manner in which the Fund’s assets are invested without obtaining any further approval or consent from the Board or Adviser; provided that the Board and Adviser shall at all times have the right to monitor the FundTrust’s investment activities objective, strategies and performance, require policies that are described in the Trust’s Registration Statement that was most recently provided to Subadviser to make reasonable and mutually acceptable reports, and give explanations as to the manner in which the Fund’s assets are being invested. (c) Adviser shall notify Subadviser from time to time of the institutions which shall hold the Fund’s cash and assets and act as custodian or sub-custodian (collectively the “custodians(s)”). Adviser understands and acknowledges that (i) Subadviser shall at no time have custody or physical control of the assets of the Fund, (ii) Subadviser shall give instructions to the custodian(s), in writing or orally, and (iii) Adviser shall instruct the custodian to provide Subadviser with such periodic reports concerning the status of the Fund as Subadviser may reasonably request from time to time. Adviser will not change the custodian(s) without giving Subadviser reasonable prior notice of its intention to do so together with the name and other relevant information with respect to the new custodian(s). (d) The parties agree that, upon receipt of instructions from Subadviser, Adviser shall be responsible for placing orders or otherwise communicating trade instructions with brokers and counterparties on behalf of the Fund. Notwithstanding the foregoing, Subadviser may place orders and communicate trade instructions with brokers or counterparties upon request of by Adviser.