Common use of Services as Investment Manager Clause in Contracts

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of the Fund, Cowen will (a) act in strict conformity with the Fund's Articles of Incorporation and by-laws, the Investment Company Act of 1940 (the "Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, (b) manage the Portfolio in accordance with the Portfolio's investment objective and policies as stated in the Portfolio's Prospectus and Statement of Additional Information as from time to time in effect, (c) make general investment decisions for the Portfolio including decisions concerning (i) the specific types of securities to be held by the Portfolio and the proportion of the Portfolio's assets that should be allocated to such investments during particular market cycles and (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, and (d) supply office facilities (which may be in Cowex'x xxx offices); statistical and research data; data processing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculation of the net asset value of shares of the Portfolio; and general assistance in all aspects of the Portfolio's operations. In providing those services, Cowen will supervise the Portfolio's investments generally and conduct a continual program of evaluation of the Portfolio's assets. In connection with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of each Trust, the Fund, Cowen will Manager will: (a) act in strict conformity with the Fundapplicable Trust's Articles Agreement and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio and monitor each Fund's assets in accordance with the Portfoliosuch Fund's investment objective objective, policies and policies restrictions as stated in the PortfolioFund's Prospectus Prospectuses and Statement of Additional Information as from time to time in effect, SAIs; (c) make general investment decisions for each Fund and oversee risks of such investments; (d) place purchase and sale orders for securities and other investments on behalf of each Fund; (e) exercise voting rights in respect of portfolio securities and other investments for each Fund; (f) furnish such statistical information each Fund may reasonably request with respect to the Portfolio including decisions concerning investments that such Fund may hold or contemplate purchasing; (g) apprise the Board of important developments materially affecting each Fund; (h) furnish to third-party data reporting services all currently available standardized performance information and other customary data; (i) provide other information and services required in connection with the preparation and filing with regulatory authorities of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports to shareholders of each Fund; (j) monitor and evaluate the services provided by each Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub- advisory agreement(s), monitor the compliance of such sub-adviser(s) with the investment objectives, policies and restrictions of such Fund, and report to the Board with respect to the performance of such sub-adviser(s); (k) assist in supervising all aspects of each Fund's operations, except those performed by other parties pursuant to written agreements with the Fund; provided, that the distribution of Fund shares shall be the sole responsibility of the Funds' distributor; (l) assist in and coordinate the preparation of annual post-effective amendments (and supplements thereto) to each Fund's registration statement on Form N-1A and provide specific types information for inclusion therein; prepare and file with the Securities and Exchange Commission (the "SEC") the Fund's Forms N-Q, N-PX and N- CSR (other than the included financial report); provide disclosure control review and chief executive officer and chief financial officer certifications for SEC filings; assist the Funds' administrator (the "Administrator") with preparation of securities to be held Forms N-SAR, N-PORT and N- CEN for the Funds and provide specific information for inclusion therein; (m) furnish corporate secretarial services, including assisting the Board with the preparation of the agendas and specific materials for meetings of the Trust's Board and committees thereof; distribute Board and committee meeting materials and prepare minutes of routine meetings of the Board and any committees thereof and of a Fund's shareholders; follow up on matters raised during Board meetings; and liaise with the Board and providing additional information upon request; (n) monitor compliance by the Portfolio and the proportion Funds with relevant provisions of the Portfoliofederal securities laws; coordinate the resolution of compliance matters identified with appropriate parties; assist in developing and monitoring compliance procedures for compliance with each Fund's assets that should be allocated investment objective, policies and restrictions, tax status, personal trading and proxy voting procedures and certain other applicable laws and regulations related to trading practices, such investments during particular market cycles as soft dollar and best execution policies; develop or assist in developing guidelines and procedures to improve overall compliance; [and assist in developing and maintaining a disaster recovery program for the Funds]; (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, and (do) supply the Funds with office facilities (which may be in Cowex'x xxx the Manager's own offices); statistical and research data; data processing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive executive, legal, regulatory and administrative services; , and stationery and office supplies; ; (p) oversee the preparation and production of the annual and semiannual reports to shareholders Fund shareholders, prepare the management letters and review and comment on the reports, including notes to the financial statements; (q) act as liaison between each Fund and the Fund's independent registered public accountants, counsel, custodian or custodians, transfer agent and Administrator, and take all reasonable action to assure that all necessary and reasonably requested information is made available to each of them; make reports and recommendations to the PortfolioBoard regarding the performance of service providers; preparation and actively participate with other relevant parties in the resolution of tax returns, reports to matters raised affecting the Funds and filings their operations; (r) act as liaison with the Securities SEC and Exchange Commission other regulators in relation to inquiries and state Blue Sky authoritiesinspections relating to the Funds; (s) review, approve and arrange for the payment of Fund expenses; calculation review and approve expense budgets and periodic expense adjustments; (t) develop and maintain a website for the Funds; (u) conduct due diligence of financial intermediaries that propose to enter into distribution and/or service agreements for the sale of Fund shares, negotiate legal arrangements with those intermediaries, provide specific information to financial intermediaries for transmission to their clients/customer, coordinate administrative efforts to offer Fund shares on various distribution platforms, reconcile invoices of financial intermediaries with transfer agency records, and arrange for the payment of financial intermediaries to the extent they are paid out of Fund assets; (v) monitor compliance with the Funds' trading policy, including frequent trading, oversee review of transaction information provided by financial intermediaries to the Fund or the Funds' transfer agent, determine the appropriateness of hardship exceptions to any Fund redemption fee requirements, monitor as-of trades, assist in the correction of net asset value or other errors affecting Fund share prices, and provide periodic reports to the Board regarding these matters; (w) perform certain legal duties for the Funds; retain and manage outside counsel as appropriate; (x) provide infrastructure and support services to the Funds; (y) perform valuation services with respect to investments held by the Funds to the extent not provided by other service providers; (z) coordinating mailings to Fund shareholders, such as prospectus supplements, but specifically excluding dividend payments and transaction confirmations and account statements; (aa) review each Fund's tax returns as prepared by the Administrator or other third party; oversee preparation and coordinate the mailing of shares Forms 1099 for the Funds; prepare descriptive information to accompany Forms 1099; monitor the accuracy of the Portfoliodata provided on Forms 1099; and general with the advice of counsel and the Funds' independent accountants, determine the appropriate tax treatment for specific investments or investment strategies; (bb) maintain and preserve Fund records consisting of Board and committee meeting materials and minutes, Trust corporate/trust records, Trust agreements with service providers, Trust policies and procedures and files evidencing compliance with the Trust's Rule 17j-1 code of ethics; (cc) respond to Fund shareholder complaints and shareholder inquiries as requested by the Funds' transfer agent; (dd) oversee the provision of shareholder liaison services by the Funds' transfer agent (i.e., the transfer agent's response to inquiries of Fund shareholders, its provision of information on shareholder investments, its assistance to Fund shareholders in changing account options and addresses); (ee) prepare reports and provide information regarding the Funds as reasonably requested by the Board or by other Fund service providers; (ff) assist in and coordinate the preparation of proxy statements; provide assistance in all aspects the solicitation of Fund shareholders by providing data for inclusion in proxy statements, coordinating proxy solicitors and other vendors, coordinating mailing of proxies and other solicitation materials, conducting shareholder meetings and developing strategies for solicitation campaigns; and (gg) provide information to the Portfolio's operationsFunds' distributor, as reasonably requested, concerning the Funds, such as portfolio holdings, expense ratios and performance information, to support their advisory and distribution activities. In providing those services, Cowen the Manager will supervise the Portfolioprovide investment research and supervision of each Fund's investments generally and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Portfoliosuch Fund's assets. Subject to the approval of the Board of each Trust and where required, a Fund's shareholders, the Manager may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Fund and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b) through (j) above. In connection the event that an investment sub-adviser's engagement has been terminated, the Manager shall be responsible for furnishing such Fund with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe services required to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of performed by such person or persons shall be paid by Cowen and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed investment sub-adviser(s) under the laws applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to such Fund and the Trust's Board and subject to the requirements of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change1940 Act.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors Trustees of the Fund, Cowen Xxxxx will (a) act in strict conformity with the Fund's Articles Agreement and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio in accordance with the Portfolio's investment objective and policies as stated in the PortfolioFund's Prospectus and Statement of Additional Information as from time to time in effect, ; (c) make general investment decisions for the Portfolio including involving decisions concerning (i) the specific types of securities to be held by the Portfolio and the proportion of the Portfolio's assets that should be allocated to such investments during particular market cycles and (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, ; and (d) supply office facilities (which may be in Cowex'x xxx Xxxxx'x own offices); statistical and research data; data processing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities; calculation of the net asset value of shares of the Portfolio; maintenance of the Portfolio's financial accounts and records; and general assistance in all aspects of the Fund's operations with respect to the Portfolio's operations. In providing those services, Cowen Xxxxx will supervise the Portfolio's investments generally and conduct a continual program of evaluation of the Portfolio's assets. In connection with the performance of its duties under this Agreement, it is understood that Cowen will Xxxxx may from time to time employ or associate with itself such person or persons as Cowen Xxxxx may believe to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen Xxxxx and that no obligation may be incurred on the PortfolioFund's behalf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of Board, the Fund, Cowen will Manager shall (a) act in strict conformity with the Fund's Articles of Incorporation and by-lawsCompany’s Charter, the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940, (the “Advisers Act”) as the same may from time to time be amended, (b) manage the Portfolio Fund’s assets in accordance with the Portfolio's Fund’s investment objective objectives and policies as stated in the Portfolio's Fund’s Prospectus and Statement of Additional Information as from time to time in effectSAI, (c) make general investment decisions for the Portfolio including decisions concerning Fund, (id) the specific types of place purchase and sale orders for securities to be held by the Portfolio and the proportion on behalf of the Portfolio's assets that should be allocated to such Fund, (e) exercise voting rights in respect of portfolio securities and other investments during particular market cycles and (ii) for the specific issuers whose securities will be purchased or sold by the PortfolioFund, and (f) monitor and evaluate the services provided by the Fund’s investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement (collectively, the “Advisory Services”). In providing the Advisory Services, the Manager will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. In addition, the Manager will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. Subject to the approval of the Board of the Company and, where required, the Fund’s shareholders, the Manager may engage an investment sub-adviser or sub-advisers to provide Advisory Services in respect of the Fund and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the event that an investment sub-adviser’s engagement has been terminated, the Manager shall be responsible for furnishing the Fund with the services required to be performed by such investment sub-adviser(s) under the applicable investment sub-advisory agreement(s) or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to the Fund and the Company’s Board and subject to the requirements of the 1940 Act. In addition to the Advisory Services outlined above, the Manager will (a) assist in supervising all aspects of the Fund’s operations; (b) supply the Fund with office facilities (which may be in Cowex'x xxx the Manager’s own offices); , statistical and research data; , data processing services; , clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of , including, but not limited to, the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculation of (i) the net asset value of shares of the PortfolioFund, (ii) applicable contingent deferred sales charges and similar fees and charges and (iii) distribution fees, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; and general assistance in all aspects (c) prepare reports to shareholders of the Portfolio's operations. In providing those servicesFund, Cowen will supervise the Portfolio's investments generally tax returns and conduct a continual program of evaluation of the Portfolio's assets. In connection reports to and filings with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen SEC and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such changestate Blue Sky authorities.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of each Trust, the Fund, Cowen will Manager will: (a) act in strict conformity with the Fund's Articles applicable Trust’s Agreement and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio and monitor each Fund’s assets in accordance with the Portfolio's such Fund’s investment objective objective, policies and policies restrictions as stated in the Portfolio's Prospectus Fund’s Prospectuses and Statement of Additional Information as from time to time in effect, SAIs; (c) make general investment decisions for each Fund and oversee risks of such investments; (d) place purchase and sale orders for securities and other investments on behalf of each Fund; (e) exercise voting rights in respect of portfolio securities and other investments for each Fund; (f) furnish such statistical information each Fund may reasonably request with respect to the Portfolio including decisions concerning investments that such Fund may hold or contemplate purchasing; (g) apprise the Board of important developments materially affecting each Fund; (h) furnish to third-party data reporting services all currently available standardized performance information and other customary data; (i) provide other information and services required in connection with the preparation and filing with regulatory authorities of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports to shareholders of each Fund; (j) monitor and evaluate the services provided by each Fund’s investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s), monitor the compliance of such sub-adviser(s) with the investment objectives, policies and restrictions of such Fund, and report to the Board with respect to the performance of such sub-adviser(s); (k) assist in supervising all aspects of each Fund’s operations, except those performed by other parties pursuant to written agreements with the Fund; provided, that the distribution of Fund shares shall be the sole responsibility of the Funds’ distributor; (l) assist in and coordinate the preparation of annual post-effective amendments (and supplements thereto) to each Fund’s registration statement on Form N-1A and provide specific types information for inclusion therein; prepare and file with the Securities and Exchange Commission (the “SEC”) the Fund’s Forms N-Q, N-PX and N-CSR (other than the included financial report); provide disclosure control review and chief executive officer and chief financial officer certifications for SEC filings; assist the Funds’ administrator (the “Administrator”) with preparation of securities to be held Forms N-SAR, N-PORT and N-CEN for the Funds and provide specific information for inclusion therein; (m) furnish corporate secretarial services, including assisting the Board with the preparation of the agendas and specific materials for meetings of the Trust’s Board and committees thereof; distribute Board and committee meeting materials and prepare minutes of routine meetings of the Board and any committees thereof and of a Fund’s shareholders; follow up on matters raised during Board meetings; and liaise with the Board and providing additional information upon request; (n) monitor compliance by the Portfolio and the proportion Funds with relevant provisions of the Portfolio's assets that should be allocated federal securities laws; coordinate the resolution of compliance matters identified with appropriate parties; assist in developing and monitoring compliance procedures for compliance with each Fund’s investment objective, policies and restrictions, tax status, personal trading and proxy voting procedures and certain other applicable laws and regulations related to trading practices, such investments during particular market cycles as soft dollar and best execution policies; develop or assist in developing guidelines and procedures to improve overall compliance; and assist in developing and maintaining a disaster recovery program for the Funds; (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, and (do) supply the Funds with office facilities (which may be in Cowex'x xxx the Manager’s own offices); statistical and research data; data processing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive executive, legal, regulatory and administrative services; , and stationery and office supplies; ; (p) oversee the preparation and production of the annual and semiannual reports to shareholders Fund shareholders, prepare the management letters and review and comment on the reports, including notes to the financial statements; (q) act as liaison between each Fund and the Fund’s independent registered public accountants, counsel, custodian or custodians, transfer agent and Administrator, and take all reasonable action to assure that all necessary and reasonably requested information is made available to each of them; make reports and recommendations to the PortfolioBoard regarding the performance of service providers; preparation and actively participate with other relevant parties in the resolution of tax returns, reports to matters raised affecting the Funds and filings their operations; (r) act as liaison with the Securities SEC and Exchange Commission other regulators in relation to inquiries and state Blue Sky authoritiesinspections relating to the Funds; (s) review, approve and arrange for the payment of Fund expenses; calculation review and approve expense budgets and periodic expense adjustments; (t) develop and maintain a website for the Funds; (u) conduct due diligence of financial intermediaries that propose to enter into distribution and/or service agreements for the sale of Fund shares, negotiate legal arrangements with those intermediaries, provide specific information to financial intermediaries for transmission to their clients/customer, coordinate administrative efforts to offer Fund shares on various distribution platforms, reconcile invoices of financial intermediaries with transfer agency records, and arrange for the payment of financial intermediaries to the extent they are paid out of Fund assets; (v) monitor compliance with the Funds’ trading policy, including frequent trading, oversee review of transaction information provided by financial intermediaries to the Fund or the Funds’ transfer agent, determine the appropriateness of hardship exceptions to any Fund redemption fee requirements, monitor as-of trades, assist in the correction of net asset value or other errors affecting Fund share prices, and provide periodic reports to the Board regarding these matters; (w) perform certain legal duties for the Funds; retain and manage outside counsel as appropriate; (x) provide infrastructure and support services to the Funds; (y) perform valuation services with respect to investments held by the Funds to the extent not provided by other service providers; (z) coordinating mailings to Fund shareholders, such as prospectus supplements, but specifically excluding dividend payments and transaction confirmations and account statements; (aa) review each Fund’s tax returns as prepared by the Administrator or other third party; oversee preparation and coordinate the mailing of shares Forms 1099 for the Funds; prepare descriptive information to accompany Forms 1099; monitor the accuracy of the Portfoliodata provided on Forms 1099; and general with the advice of counsel and the Funds’ independent accountants, determine the appropriate tax treatment for specific investments or investment strategies; (bb) maintain and preserve Fund records consisting of Board and committee meeting materials and minutes, Trust corporate/trust records, Trust agreements with service providers, Trust policies and procedures and files evidencing compliance with the Trust’s Rule 17j-1 code of ethics; (cc) respond to Fund shareholder complaints and shareholder inquiries as requested by the Funds’ transfer agent; (dd) oversee the provision of shareholder liaison services by the Funds’ transfer agent (i.e., the transfer agent’s response to inquiries of Fund shareholders, its provision of information on shareholder investments, its assistance to Fund shareholders in changing account options and addresses); (ee) prepare reports and provide information regarding the Funds as reasonably requested by the Board or by other Fund service providers; (ff) assist in and coordinate the preparation of proxy statements; provide assistance in all aspects the solicitation of Fund shareholders by providing data for inclusion in proxy statements, coordinating proxy solicitors and other vendors, coordinating mailing of proxies and other solicitation materials, conducting shareholder meetings and developing strategies for solicitation campaigns; and (gg) provide information to the Portfolio's operationsFunds’ distributor, as reasonably requested, concerning the Funds, such as portfolio holdings, expense ratios and performance information, to support their advisory and distribution activities. In providing those services, Cowen the Manager will supervise the Portfolio's provide investment research and supervision of each Fund’s investments generally and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Fund’s assets. Subject to the approval of the Portfolio's assetsBoard of each Trust and where required, a Fund’s shareholders, the Manager may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Fund and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b) through (j) above. In connection the event that an investment sub-adviser’s engagement has been terminated, the Manager shall be responsible for furnishing such Fund with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe services required to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of performed by such person or persons shall be paid by Cowen and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed investment sub-adviser(s) under the laws applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to such Fund and the Trust’s Board and subject to the requirements of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change1940 Act.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors Trustees of the Fund, Cowen Alger Management will (a) act in strict conformity with the Fund's Articles Agxxxxxnt and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "1940 Act") ), and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio in accordance with the Portfolio's investment objective and policies as stated in the PortfolioFund's Prospectus and Statement of Additional Information as from time to time in effect, ; (c) make general investment decisions for the Portfolio including involving decisions concerning concerning (i) the specific types of securities to be held by the Portfolio and the proportion of the Portfolio's assets that should be allocated to such investments during particular market cycles and (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, ; and (d) supply office facilities (which may be in Cowex'x xxx Alger Management's own offices); statistical and research data; data processing xxxxxssing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities; calculation of the net asset value of shares of the Portfolio; maintenance of the Portfolio's financial accounts and records; and general assistance in all aspects of the Fund's operations with respect to the Portfolio's operations. In providing those services, Cowen Alger Management will supervise the Portfolio's investments generally and xxx conduct a continual program of evaluation of the Portfolio's assets. In connection with the performance of its duties under this Agreement, it is understood that Cowen will Alger Management may from time to time employ or associate with itself such itselx xxxh person or persons as Cowen Alger Management may believe to be particularly fitted to assist it in the ix xxx performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen Alger Management and that no obligation may be incurred on the PortfolioFund's behalf xxxxlf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of each Trust, the Fund, Cowen will Manager will: (a) act in strict conformity with the Fund's Articles applicable Trust’s Agreement and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "“1940 Act"”) and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio and monitor each Fund’s assets in accordance with the Portfolio's such Fund’s investment objective objective, policies and policies restrictions as stated in the Portfolio's Prospectus Fund’s Prospectuses and Statement of Additional Information as from time to time in effect, SAIs; (c) make general investment decisions for each Fund and oversee risks of such investments; (d) place purchase and sale orders for securities and other investments on behalf of each Fund; (e) exercise voting rights in respect of portfolio securities and other investments for each Fund; (f) furnish such statistical information each Fund may reasonably request with respect to the Portfolio including decisions concerning investments that such Fund may hold or contemplate purchasing; (g) apprise the Board of important developments materially affecting each Fund; (h) furnish to third-party data reporting services all currently available standardized performance information and other customary data; (i) provide other information and services required in connection with the preparation and filing with regulatory authorities of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports to shareholders of each Fund; (j) monitor and evaluate the services provided by each Fund’s investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement(s), monitor the compliance of such sub-adviser(s) with the investment objectives, policies and restrictions of such Fund, and report to the Board with respect to the performance of such sub-adviser(s); (k) assist in supervising all aspects of each Fund’s operations, except those performed by other parties pursuant to written agreements with the Fund; provided, that the distribution of Fund shares shall be the sole responsibility of the Funds’ distributor; (l) assist in and coordinate the preparation of annual post-effective amendments (and supplements thereto) to each Fund’s registration statement on Form N-1A and provide specific types information for inclusion therein; prepare and file with the Securities and Exchange Commission (the “SEC”) the Fund’s Forms N-PORT, N-PX and N-CSR (other than the included financial report); provide disclosure control review and chief executive officer and chief financial officer certifications for SEC filings; assist the Funds’ administrator (the “Administrator”) with preparation of securities to be held Forms N-PORT and N-CEN for the Funds and provide specific information for inclusion therein; (m) furnish corporate secretarial services, including assisting the Board with the preparation of the agendas and specific materials for meetings of the Trust’s Board and committees thereof; distribute Board and committee meeting materials and prepare minutes of routine meetings of the Board and any committees thereof and of a Fund’s shareholders; follow up on matters raised during Board meetings; and liaise with the Board and providing additional information upon request; (n) monitor compliance by the Portfolio and the proportion Funds with relevant provisions of the Portfolio's assets that should be allocated federal securities laws; coordinate the resolution of compliance matters identified with appropriate parties; assist in developing and monitoring compliance procedures for compliance with each Fund’s investment objective, policies and restrictions, tax status, personal trading and proxy voting procedures and certain other applicable laws and regulations related to trading practices, such investments during particular market cycles as soft dollar and best execution policies; develop or assist in developing guidelines and procedures to improve overall compliance; and assist in developing and maintaining a disaster recovery program for the Funds; (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, and (do) supply the Funds with office facilities (which may be in Cowex'x xxx the Manager’s own offices); statistical and research data; data processing services; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive executive, legal, regulatory and administrative services; , and stationery and office supplies; ; (p) oversee the preparation and production of the annual and semiannual reports to shareholders Fund shareholders, prepare the management letters and review and comment on the reports, including notes to the financial statements; (q) act as liaison between each Fund and the Fund’s independent registered public accountants, counsel, custodian or custodians, transfer agent and Administrator, and take all reasonable action to assure that all necessary and reasonably requested information is made available to each of them; make reports and recommendations to the PortfolioBoard regarding the performance of service providers; preparation and actively participate with other relevant parties in the resolution of tax returns, reports to matters raised affecting the Funds and filings their operations; (r) act as liaison with the Securities SEC and Exchange Commission other regulators in relation to inquiries and state Blue Sky authoritiesinspections relating to the Funds; (s) review, approve and arrange for the payment of Fund expenses; calculation review and approve expense budgets and periodic expense adjustments; (t) develop and maintain a website for the Funds; (u) conduct due diligence of financial intermediaries that propose to enter into distribution and/or service agreements for the sale of Fund shares, negotiate legal arrangements with those intermediaries, provide specific information to financial intermediaries for transmission to their clients/customer, coordinate administrative efforts to offer Fund shares on various distribution platforms, reconcile invoices of financial intermediaries with transfer agency records, and arrange for the payment of financial intermediaries to the extent they are paid out of Fund assets; (v) monitor compliance with the Funds’ trading policy, including frequent trading, oversee review of transaction information provided by financial intermediaries to the Fund or the Funds’ transfer agent, determine the appropriateness of hardship exceptions to any Fund redemption fee requirements, monitor as-of trades, assist in the correction of net asset value or other errors affecting Fund share prices, and provide periodic reports to the Board regarding these matters; (w) perform certain legal duties for the Funds; retain and manage outside counsel as appropriate; (x) provide infrastructure and support services to the Funds; (y) perform valuation services with respect to investments held by the Funds to the extent not provided by other service providers; (z) coordinating mailings to Fund shareholders, such as Prospectus supplements, but specifically excluding dividend payments and transaction confirmations and account statements; (aa) review each Fund’s tax returns as prepared by the Administrator or other third party; oversee preparation and coordinate the mailing of shares Forms 1099 for the Funds; prepare descriptive information to accompany Forms 1099; monitor the accuracy of the Portfoliodata provided on Forms 1099; and general with the advice of counsel and the Funds’ independent accountants, determine the appropriate tax treatment for specific investments or investment strategies; (bb) maintain and preserve Fund records consisting of Board and committee meeting materials and minutes, Trust corporate/trust records, Trust agreements with service providers, Trust policies and procedures and files evidencing compliance with the Trust’s Rule 17j-1 code of ethics; (cc) respond to Fund shareholder complaints and shareholder inquiries as requested by the Funds’ transfer agent; (dd) oversee the provision of shareholder liaison services by the Funds’ transfer agent (i.e., the transfer agent’s response to inquiries of Fund shareholders, its provision of information on shareholder investments, its assistance to Fund shareholders in changing account options and addresses); (ee) prepare reports and provide information regarding the Funds as reasonably requested by the Board or by other Fund service providers; (ff) assist in and coordinate the preparation of proxy statements; provide assistance in all aspects the solicitation of Fund shareholders by providing data for inclusion in proxy statements, coordinating proxy solicitors and other vendors, coordinating mailing of proxies and other solicitation materials, conducting shareholder meetings and developing strategies for solicitation campaigns; and (gg) provide information to the Portfolio's operationsFunds’ distributor, as reasonably requested, concerning the Funds, such as portfolio holdings, expense ratios and performance information, to support their advisory and distribution activities. In providing those services, Cowen the Manager will supervise the Portfolio's provide investment research and supervision of each Fund’s investments generally and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of such Fund’s assets. Subject to the approval of the Portfolio's assetsBoard of each Trust and where required, a Fund’s shareholders, the Manager may engage an investment sub-adviser or sub-advisers to provide advisory services in respect of such Fund and may delegate to such investment sub-adviser(s) the responsibilities described in paragraphs (b) through (j) above. In connection the event that an investment sub-adviser’s engagement has been terminated, the Manager shall be responsible for furnishing such Fund with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe services required to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of performed by such person or persons shall be paid by Cowen and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed investment sub-adviser(s) under the laws applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to such Fund and the Trust’s Board and subject to the requirements of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change1940 Act.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors Trustees of the Fund, Cowen Alger will (a) act in strict conformity with the Fund's Articles Agreement and Xxxxaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "Act") and the Investment Advisers Act of 1940, as the same may from time to time be amended, ; (b) manage the Portfolio in accordance with the Portfolio's investment objective and policies as stated in the PortfolioFund's Prospectus and Statement of Additional Information as from time to time in effect, ; (c) make general investment decisions for the Portfolio including involving decisions concerning (i) the specific types of securities to be held by the Portfolio and the proportion of the Portfolio's assets that should be allocated to such investments during particular market cycles and (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, ; and (d) supply office facilities (which may be in Cowex'x xxx Alger's own offices); statistical and research data; data processing servicesxxxxxxxs; clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission (the "SEC") and state Blue Sky authorities; calculation of the net asset value of shares of the Portfolio; maintenance of the Portfolio's financial accounts and records; and general assistance in all aspects of the Fund's operations with respect to the Portfolio's operations. In providing those services, Cowen Alger will supervise the Portfolio's investments generally and conduct a continual conducx x xontinual program of evaluation of the Portfolio's assets. In connection with the performance of its duties under this Agreement, it is understood that Cowen will Alger may from time to time employ or associate with itself such person or persxx xx persons as Cowen Alger may believe to be particularly fitted to assist it in the performance perfoxxxxxe of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen Alger and that no obligation may be incurred on the PortfolioFund's behalf in any such xxx xuch respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of the FundBoard, Cowen Xxxxx Management will (a) act in strict conformity with the Fund's Articles Trust’s Agreement and Declaration of Incorporation and by-lawsTrust, the Investment Company Act of 1940 (the "“1940 Act") ”), and the Investment Advisers Act of 19401940 (the “Advisers Act”), as the same may from time to time be amended, ; (b) manage the Portfolio each Fund in accordance with the Portfolio's such Fund’s investment objective and policies as stated in the Portfolio's Trust’s Prospectus and Statement of Additional Information as from time to time in effect, ; (c) make general investment decisions for the Portfolio including each Fund involving decisions concerning (i) the specific types of securities to be held by the Portfolio such Fund and the proportion of the Portfolio's such Fund’s assets that should be allocated to such investments during particular market cycles and (ii) the specific issuers whose securities will be purchased or sold by the Portfolio, such Fund; and (d) supply office facilities (which may be in Cowex'x xxx offices); statistical and research data; data processing and general assistance in all aspects of the Trust’s operations with respect to each Fund. In providing those services; clerical, Xxxxx Management will supervise each Fund’s investments generally and conduct a continual program of evaluation of such Fund’s assets. Additionally, Xxxxx Management will, subject to the supervision and direction of the Board, oversee all aspects of the Fund’s operations. Xxxxx Management will oversee accounting and bookkeeping services; , preparation of financial statements and tax returns, and calculation of the net asset value of each Fund’s shares. Xxxxx Management will supply internal auditing and legal services; , and internal executive and administrative services; stationery and office supplies; preparation of prepare reports to shareholders of the Portfolio; preparation of tax returnseach Fund’s shareholders, and reports to and filings with the Securities and Exchange Commission (the “SEC”). Without limiting the foregoing, during the term of this Agreement Xxxxx Management will be responsible for: (a) providing office space, telephone, office equipment and state Blue Sky authorities; calculation supplies for the Funds; (b) paying compensation of the Trust’s officers for services rendered as such; (c) authorizing expenditures and approving bills for payment on behalf of the Funds; (d) preparing the periodic updating of the Trust’s Registration Statement, including the Prospectus and Statement of Additional Information, for the purpose of filings with the SEC and monitoring and maintaining the effectiveness of such filings, as appropriate; (e) supervising preparation of periodic reports to each Fund’s shareholders and filing of these reports with the SEC, notices of dividends, capital gains distributions and tax credits, and attending to routine correspondence and other communications with individual shareholders; (f) overseeing the daily pricing of each Fund’s investment portfolio and the publication of the net asset value of shares each Fund’s shares, earnings reports and other financial data by the Fund’s accounting agent; (g) overseeing the calculation and dissemination of the Portfolio; verified indicative intraday value (“VIIV”) of each Fund by the VIIV agent. (h) monitoring relationships with organizations providing services to the Fund, including the Fund’s accounting agent, custodian, and general assistance in all aspects printers; (i) supervising compliance by the Trust with recordkeeping and periodic reporting requirements under the 1940 Act and regulations thereunder, maintaining books and records for the Trust (other than those maintained by the Trust’s custodian and transfer agent) and supervising the preparation of tax reports other than each Fund’s income tax returns; (j) establishing, monitoring and maintaining compliance with the applicable rules of the Portfolio's operations. In providing those services, Cowen will supervise securities exchange(s) on which the Portfolio's investments generally and conduct a continual program of evaluation Funds’ shares are listed; (k) preparing materials for meetings of the Portfolio's assetsBoard and the minutes of such meetings; (l) overseeing the service providers who file claims for class action lawsuits with respect to securities in the Funds; (m) arranging for the Trust the required fidelity bond and other insurance, if applicable; (n) providing executive, clerical and secretarial help needed to carry out these responsibilities; (o) performing compliance monitoring of each Fund’s investment guidelines and restrictions, and any requirements or restrictions contained in the 1940 Act and regulations thereunder or an exemptive order issues by the SEC applicable to the Trust (and “Exemptive Order”); (p) supervising the proxy voting process, maintaining appropriate proxy voting policies and procedures, and maintaining appropriate proxy voting records for the Funds; and (q) maintaining a public website that includes the data and disclosures required under any Exemptive Order. In connection with the performance of its duties under this Agreement, it is understood that Cowen will Xxxxx Management may from time to time employ or associate with itself such person or persons as Cowen Xxxxx Management may believe to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen Xxxxx Management and that no obligation may be incurred on the Portfolio's Trust’s behalf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such change.

Services as Investment Manager. Subject to the supervision and direction of the Board of Directors of Board, the Fund, Cowen will Manager shall (a) act in strict conformity with the FundCompany's Articles of Incorporation and by-lawsCharter, the Investment Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, (the "Advisers Act") as the same may from time to time be amended, (b) manage the Portfolio Fund's assets in accordance with the PortfolioFund's investment objective objectives and policies as stated in the PortfolioFund's Prospectus and Statement of Additional Information as from time to time in effectSAI, (c) make general investment decisions for the Portfolio including decisions concerning Fund, (id) the specific types of place purchase and sale orders for securities to be held by the Portfolio and the proportion on behalf of the Portfolio's assets that should be allocated to such Fund, (e) exercise voting rights in respect of portfolio securities and other investments during particular market cycles and (ii) for the specific issuers whose securities will be purchased or sold by the PortfolioFund, and (f) monitor and evaluate the services provided by the Fund's investment sub-adviser(s), if any, under the terms of the applicable investment sub-advisory agreement (collectively, the "Advisory Services"). In providing the Advisory Services, the Manager will provide investment research and supervision of the Fund's investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. In addition, the Manager will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing. Subject to the approval of the Board of the Company and, where required, the Fund's shareholders, the Manager may engage an investment sub-adviser or sub-advisers to provide Advisory Services in respect of the Fund and may delegate to such investment sub-adviser(s) the responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the event that an investment sub-adviser's engagement has been terminated, the Manager shall be responsible for furnishing the Fund with the services required to be performed by such investment sub-adviser(s) under the applicable investment sub-advisory agreement(s) or arranging for a successor investment sub-adviser(s) to provide such services on terms and conditions acceptable to the Fund and the Company's Board and subject to the requirements of the 1940 Act. In addition to the Advisory Services outlined above, the Manager will (a) assist in supervising all aspects of the Fund's operations; (b) supply the Fund with office facilities (which may be in Cowex'x xxx the Manager's own offices); , statistical and research data; , data processing services; , clerical, accounting and bookkeeping services; internal auditing and legal services; internal executive and administrative services; stationery and office supplies; preparation of reports to shareholders of , including, but not limited to, the Portfolio; preparation of tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities; calculation of (i) the net asset value of shares of the PortfolioFund, (ii) applicable contingent deferred sales charges and similar fees and charges and (iii) distribution fees, internal auditing and legal services, internal executive and administrative services, and stationery and office supplies; and general assistance in all aspects (c) prepare reports to shareholders of the Portfolio's operations. In providing those servicesFund, Cowen will supervise the Portfolio's investments generally tax returns and conduct a continual program of evaluation of the Portfolio's assets. In connection reports to and filings with the performance of its duties under this Agreement, it is understood that Cowen will from time to time employ or associate with itself such person or persons as Cowen may believe to be particularly fitted to assist it in the performance of this Agreement, it being understood that the compensation of such person or persons shall be paid by Cowen SEC and that no obligation may be incurred on the Portfolio's behalf in any such respect. Cowen, a limited partnership formed under the laws of the State of New York, will notify the Fund of any change in its membership within a reasonable time after such changestate Blue Sky authorities.