Common use of Services as Investment Advisor Clause in Contracts

Services as Investment Advisor. Subject to the general supervision and direction of the Boards of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards"), the Advisor will: (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause investment decisions for the Funds to be made; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the Boards; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards such periodic and special reports as the Boards may reasonably request, and keep the Boards informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors Trustees of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Trust, the Advisor will: will (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard of Trustees of the Trust, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsTrustees; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board of Trustees of the Trust such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Trustees informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, and the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Trust in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Trustees with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Trust in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Trust immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Trustees of the Trust and the Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards"), the Advisor will: (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause investment decisions for the Funds to be made; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the Boards; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards such periodic and special reports as the Boards may reasonably request, and keep the Boards informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington Trust or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington Trust and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington Trust and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington Trust and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington Trust and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Clair, the Advisor will: will (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard of Directors of St. Clair, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsTrustees; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board of Directors of St. Clair such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Trustees informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or and St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of The Vantage Funds Trustees (the Boards of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "BoardsTrustees"), the Advisor will: : (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; ; (b) cause investment decisions for the Funds to be made; ; (c) oversee the placement of purchase and sale orders on behalf of the Funds; ; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; ; (e) maintain books and records with respect to each Fund's securities transactions; and and (f) provide periodic and special reports to the BoardsTrustees, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsTrustees; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Trustees such periodic and special reports as the Boards Trustees may reasonably request, and keep the Boards Trustees informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or St. Clair, Trust promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Trust in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Trustees with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Trust in the event that the Advisor or any of its affiliates: : (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Trust immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, Trust on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Company, the Advisor will: will (a) provide overall investment management to manage the Funds Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFund; (c) oversee the placement of place purchase and sale orders on behalf of the FundsFund; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds Fund with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds Fund with whatever statistical information the Funds Fund may reasonably request with respect to the securities that the Funds Fund may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each the Fund's securities transactions, render to the Boards Board of Directors of the Company such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each the Fund's portfolio; (d) make available to the Funds' Fund's administrator and, as appropriate, and the Company, the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds Fund as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Company in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds Fund as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Company in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Company immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the FundsFund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Company, the Advisor will: will (a) provide overall investment management to the Funds manage each Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus Prospectuses and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of place purchase and sale orders on behalf of the Funds; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, . the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law laws and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, . as a regulated investment company under Subchapter M of the Code and regulations issued thereunder;: (c) maintain books and records with respect to each Fund's the Funds' securities transactions, render to the Boards Board of Directors of the Company such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each Fund's portfoliothe Funds' portfolios; (d) make available to the Funds' administrator and, as appropriate, and the Company, the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Company in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Company in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Company immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, . and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Clair, the Advisor will: will (a) provide overall investment management to the Funds manage each Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of place purchase and sale orders on behalf of the Funds; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law laws and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company St. Clair under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's the Funds' securities transactions, render to the Boards Board of Directors of St. Clair such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each Fund's portfoliothe Funds' portfolios; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or and St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of The Munder Funds Board (the Boards of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "BoardsBoard"), the Advisor will: (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause investment decisions for the Funds to be made; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsBoard; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board such periodic and special reports as the Boards may reasonably request, and keep the Boards Board informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or St. Clair, Trust promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Trust in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Board with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Trust in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Trust immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, Trust on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards of Directors Directors/Trustees of the Company MST, MFI and St. Clair and the Boards of Trustees the Trust and Framlington MFFT (collectively, the "BoardsBoard"), the Advisor will: (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause investment decisions for the Funds to be made; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsBoard; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Board informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the CompanyMST, the Trust, Framlington MFI or St. Clair, MFFT promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the CompanyMST, the Trust, Framlington MFI and St. Clair MFFT in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Board with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the CompanyMST, the Trust, Framlington MFI and St. Clair MFFT in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the CompanyMST, the Trust, Framlington MFI and St. Clair MFFT immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the CompanyMST's, the Trust's, FramlingtonMFI's and St. Clairor MFFT's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the CompanyMST, the Trust, Framlington MFI and/or St. Clair, MFFT on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Trustees of the Trust and the Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards"), the Advisor will: (a) provide overall investment management to the Funds in accordance with each Fund's investment objective and policies as stated in each Fund's Prospectus and Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause investment decisions for the Funds to be made; (c) oversee the placement of purchase and sale orders on behalf of the Funds; (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended ("Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the Boards; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards such periodic and special reports as the Boards may reasonably request, and keep the Boards informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington Trust or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington Trust and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington Trust and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington Trust and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington Trust and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.of

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors Trustees of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Trust, the Advisor will: will (a) provide overall investment management to the Funds each Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus Prospectuses and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeeach Fund; (c) oversee the placement of purchase and sale orders on behalf of the Fundseach Fund; (d) employ professional portfolio managers and securities analysts to provide research services to the Fundseach Fund; (e) maintain books and records with respect to each Fund's the Funds' securities transactions; and (f) provide periodic and special reports to the BoardsBoard of Trustees of the Trust, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under thereunder, the Advisers Advisors Act, the Internal Revenue Code Code, of 1986, as amended (the "Code"), and all other applicable federal and state law laws and regulations, and with any applicable procedures adopted by the BoardsTrust's Trustees; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's the Funds' securities transactions, render to the Boards Board of Trustees of the Trust such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Trustees informed of developments materially affecting each Fund's the Funds' portfolio; (d) make available to the Funds' administrator andadministrator, as appropriate, the Company, and the Trust, Framlington or St. Clair, promptly upon their request, such copies of its the investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Trust in their compliance with applicable laws and regulations. The Advisor will furnish the Boards with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Trust in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor Advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Trust immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, Trust on behalf of one or more of the Funds, Funds the investment advisory services specified therein in connection with the management of the Funds Trust (the "Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Clair, the Advisor will: will (a) provide overall investment management to the Funds manage each Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of place purchase and sale orders on behalf of the Funds; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law laws and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's the Funds' securities transactions, render to the Boards Board of Directors of St. Clair such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each Fund's portfoliothe Funds' portfolios; (d) make available to the Funds' administrator and, as appropriate, the Company, the Trust, Framlington or and St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Company, the Advisor will: will (a) provide overall investment management to manage the Funds Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFund; (c) oversee the placement of place purchase and sale orders on behalf of the FundsFund; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds Fund with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds Fund with whatever statistical information the Funds Fund may reasonably request with respect to the securities that the Funds Fund may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law laws and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each the Fund's securities transactions, render to the Boards Board of Directors of the Company such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each the Fund's portfolio; (d) make available to the Funds' Fund's administrator and, as appropriate, and the Company, the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds Fund as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Company in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds Fund as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Company in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Company immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the FundsFund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors Trustees of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Fund, the Advisor will: will (a) provide overall investment management to the Funds Fund in accordance with each Fund's its investment objective and policies as stated in each Fund's the Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFund; (c) oversee the placement of purchase and sale orders on behalf of the FundsFund; (d) employ professional portfolio managers and securities analysts to provide research services to the FundsFund; (e) maintain books and records with respect to each the Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard of Trustees of the Fund, as requested. In providing those services, the Advisor will provide the Funds Fund with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds Fund with whatever statistical information the Funds Fund may reasonably request with respect to the securities that the Funds Fund may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsTrustees; (b) use reasonable efforts to manage each the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board of Trustees of the Fund such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Trustees informed of developments materially affecting each the Fund's portfolio; (d) make available to the Funds' Fund's administrator and, as appropriate, and the Company, the Trust, Framlington or St. ClairFund, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds Fund as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Fund in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Trustees with such periodic and special reports regarding the Funds Fund as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Fund in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Fund immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. ClairFund's Registration Statement regarding the FundsFund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Company, the Advisor will: will (a) provide overall investment management to manage the Funds in accordance with each Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFunds; (c) oversee the placement of place purchase and sale orders on behalf of the Funds; and (d) employ professional portfolio managers and securities analysts to provide research services to the Funds; (e) maintain books and records with respect to each Fund's securities transactions; and (f) provide periodic and special reports to the Boards, as requested. In providing those services, the Advisor will provide the Funds with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds with whatever statistical information the Funds may reasonably request with respect to the securities that the Funds may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsDirectors; (b) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each Fund's securities transactions, render to the Boards Board of Directors of the Company such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Directors informed of developments materially affecting each Fund's portfolio; (d) make available to the Funds' administrator and, as appropriate, and the Company, the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Company in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Directors with such periodic and special reports regarding the Funds as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Company in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Company immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.

Services as Investment Advisor. Subject to the general supervision and direction of the Boards Board of Directors Trustees of the Company and St. Clair and the Boards of Trustees the Trust and Framlington (collectively, "Boards")Trust, the Advisor will: will (a) provide overall investment management to the Funds Fund in accordance with each the Fund's investment objective and policies as stated in each the Fund's Prospectus and the Statement of Additional Information filed with the Securities and Exchange Commission, as they may be amended from time to time; (b) cause make investment decisions for the Funds to be madeFund; (c) oversee the placement of purchase and sale orders on behalf of the FundsFund; (d) employ professional portfolio managers and securities analysts to provide research services to the FundsFund; (e) maintain books and records with respect to each the Fund's securities transactions; and (f) provide periodic and special reports to the BoardsBoard of Trustees of the Trust, as requested. In providing those services, the Advisor will provide the Funds Fund with ongoing research, analysis, advice and judgments regarding individual investments, general economic conditions and trends and long-range investment policy. In addition, the Advisor will furnish the Funds Fund with whatever statistical information the Funds Fund may reasonably request with respect to the securities that the Funds Fund may hold or contemplate purchasing. The Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder and under the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state law and regulations, and with any applicable procedures adopted by the BoardsTrustees; (b) use reasonable efforts to manage each the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; (c) maintain books and records with respect to each the Fund's securities transactions, render to the Boards Board of Trustees of the Trust such periodic and special reports as the Boards Board may reasonably request, and keep the Boards Trustees informed of developments materially affecting each the Fund's portfolio; (d) make available to the Funds' Fund's administrator and, as appropriate, the Company, and the Trust, Framlington or St. Clair, promptly upon their request, such copies of its investment records and ledgers with respect to the Funds Fund as may be required to assist the administrator and the Company, the Trust, Framlington and St. Clair Trust in their compliance with applicable laws and regulations. The Advisor will furnish the Boards Trustees with such periodic and special reports regarding the Funds Fund as they may reasonably request; and (e) immediately notify the Company, the Trust, Framlington and St. Clair Trust in the event that the Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Advisor from serving as investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority. The Advisor further agrees to notify the Company, the Trust, Framlington and St. Clair Trust immediately of any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Company's, the Trust's, Framlington's and St. Clair's Registration Statement regarding the FundsFund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Advisor may enter into an agreement with one or more sub-advisors (each, a "Sub-Advisor") pursuant to which each Sub-Advisor shall furnish to the Company, the Trust, Framlington and/or St. Clair, on behalf of one or more of the Funds, the investment advisory services specified therein in connection with the management of the Funds ("Sub-Advisory Agreements"). The Advisor will continue to have ultimate responsibility for all investment advisory services furnished pursuant to any Sub-Advisory Agreement.