Common use of SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND Clause in Contracts

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject to the oversight of the Board of Trustees (the “Trustees”) of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the Trust, each as amended from time to time, and each Fund’s stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s assets, the Trust hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes and shall pay or cause to be paid all of its expenses and all expenses of the Funds, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust Fund and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each the Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each the Fund, what portion of the assets of the Fund will be invested in or held through one or more subsidiaries of the Fund, and what portion of the assets of each the Fund will be held uninvested, and will, on behalf of each the Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust Fund in accordance with Section 1(e1(d) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust Fund who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its dutiesduties and powers, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the TrustFund, each as amended from time to time, and each the Fund’s stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each the Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds Fund from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers brokers, dealers, futures commission merchants or other market participants or execution agents and the placing of orders for the purchase and sale of portfolio investments for the FundsFund, the Manager shall seek to obtain for each the Fund the best execution available. In using its best efforts to obtain for a the Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker broker, dealer, futures commission merchant or dealer other market participant or execution agent involved; and the quality of service rendered by the broker or dealer such person in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust Fund hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (dc) In order to enable the Manager to exercise fully its discretion in managing each the Fund’s assets, the Trust Fund hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority authority, including full power of substitution and resubstitution with respect to any sub-adviser or sub-administrator delegated any of the Manager’s duties and powers under Section 1(e), for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities or other investment accounts with any brokerage firm firm, futures commission merchant, swap dealer or other dealer or market participant designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, commodities, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements or any other investments for purposes of managing each the Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority authority, including full power of substitution and resubstitution with respect to any sub-adviser or sub-administrator delegated any of the Manager’s duties and powers under Section 1(e), to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, Fund might or could do on its own behalf. (ed) The Trust Fund assumes and shall pay or cause to be paid all of its expenses and all expenses of the Fundsexpenses, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the TrustFund not otherwise assumed by the Manager or its affiliated persons, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust Fund for the safekeeping of the cash, portfolio securities, other investments, and other property of the FundsFund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the TrustFund; (e) the charges and expenses of any administrator appointed by the Trust Fund to provide administrative services to the FundsFund; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust Fund to provide accounting or sub-accounting services to the FundsFund; (g) the costs and expenses of any wholly-owned subsidiary of the Fund to the extent such costs or expenses are not directly borne by the subsidiary; (h) brokerage or other trading commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions or other investment transactions; (hi) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust Fund to federal, state, local, or other governmental agencies; (ij) the cost and expense of printing and issuing certificates, if any, representing securities of the TrustFund; (jk) fees involved in registering and maintaining registrations of the Trust Fund under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (kl) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (lm) fees and expenses of Trustees of the Trust Fund who are not officers or employees of the Manager or a non-investment company entity controlling, controlled by, or under common control with the Manager; (mn) all fees and expenses incident to the Fund’s dividend reinvestment plan; (o) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust Fund or to the independent Independent Trustees (as defined below) of the TrustFund; (np) trade association dues; (oq) interest payable on Fund borrowings; (qr) any shareholder relations expense; (ps) premiums for a fidelity bond and any errors and omissions insurance maintained by the TrustFund; and (rt) any other ordinary or extraordinary expenses incurred by the Trust or the Funds Fund in the course of their its business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 33 or unless the Manager otherwise agreed to do so in writing. (fe) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust Fund or the Manager or any sub-adviser to the Fund (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties and powers under this Agreement with respect to any Fund or all of the FundsAgreement, including the management of all or a portion of the assets being managed. (g) Any person; provided, even though also employed by however, that if the AdviserManager delegates to a sub-adviser that is an affiliated person of the Manager, who may the Manager shall be responsible and liable, including for purposes of Section 7 of this Agreement, for any actions or become an employee omissions of and paid by such delegate as if such delegate’s actions or omissions were the Manager’s own actions or omissions. In any delegation pursuant to this Section 1(e), unless the Fund agrees otherwise, the Fund shall be deemed, when acting within the scope bear no separate costs of his employment by the Fund, to be acting in employing such employment solely for the Fund and not as an employee or agent of the Advisera sub-adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund, what portion of the assets of each Fund will be invested in or through one or more subsidiaries of a Fund, and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its dutiesduties and powers, the Manager will comply with the provisions of the Agreement and Declaration of Trust (the “Declaration of Trust”) and By-laws Bylaws of the Trust, each as amended or amended and restated from time to time, and each Fund’s stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the such time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the availability of the security to be delivered in-kind by authorized participants; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s assets, the Trust hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority authority, including full power of substitution and resubstitution, for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities or other investment accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, commodities, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements or any other investments for purposes of managing each Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority authority, including full power of substitution and resubstitution, to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes Manager shall bear its own costs of providing the services hereunder and shall agrees to pay or cause to be paid all of its expenses and all expenses of the Funds, includingexcept for the fee paid to the Manager for advisory services pursuant to this Agreement, without limitation: (a) all costs interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed paid by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of under any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust distribution plan adopted pursuant to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust Rule 12b-1 under the Investment Company 1940 Act of 1940 and the rules and regulations thereunder(collectively, as amended from time to time (the “1940 ActExcluded Expenses”); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. The Trust acknowledges and agrees that the Manager may delegate its responsibility to pay some or all expenses incurred by the Funds, except for Excluded Expenses, to one or more third parties, including but not limited to, any sub-advisers. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Trust or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission (the “SEC”) or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties and powers under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person; provided however, even though also employed by that if the AdviserManager delegates to a sub-adviser or sub-administrator that is an affiliated person or related party of the Manager, who may the Manager shall be responsible and liable, including for purposes of Section 7 of this Agreement, for any actions or become an employee omissions of and paid by such delegate as if such delegate’s actions or omissions were the Manager’s own actions or omissions. In any delegation pursuant to this Section 1(f), unless the Trust agrees otherwise with respect to any Fund or Funds, neither the Trust nor any Fund shall be deemed, when acting within bear the scope separate costs of his employment by the Fund, to be acting in employee such employment solely for the Fund and not as an employee a sub-adviser or agent of the Advisersub-administrator.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject to the oversight of the Board of Trustees (the “"Trustees”") of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “"Fund” " and, collectively, the “"Funds”") and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the Trust, each as amended from time to time, and each Fund’s 's stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s 's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s 's overall responsibilities with respect to the Fund and other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s 's assets, the Trust hereby constitutes and appoints the Manager as the Trust’s 's and each Fund’s 's agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each Fund’s 's investment operations; and that the Manager, as the Trust’s 's and each Fund’s 's agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes and shall pay or cause to be paid all of its expenses and all expenses of the Funds, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “"1940 Act”"); (k) all expenses of shareholders’ ' and Trustees’ ' meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “"interested persons” " of the Trust or the Manager (“"Independent Trustees”") and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s 's duties under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust Fund and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each the Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each the Fund and what portion of the assets of each the Fund will be held uninvested, and will, on behalf of each the Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust Fund in accordance with Section 1(e1(d) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust Fund who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the TrustFund, each as amended from time to time, and each the Fund’s stated investment objectiveobjectives, policies, and restrictions. The Manager shall be authorized, on behalf of each the Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds Fund from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the FundsFund, the Manager shall seek to obtain for each the Fund the best execution available. In using its best efforts to obtain for a the Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust Fund hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (dc) In order to enable the Manager to exercise fully its discretion in managing each the Fund’s assets, the Trust Fund hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each the Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, Fund might or could do on its own behalf. (ed) The Trust Fund assumes and shall pay or cause to be paid all of its expenses and all expenses of the Fundsexpenses, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the TrustFund, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust Fund for the safekeeping of the cash, portfolio securities, and other property of the FundsFund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the TrustFund; (e) the charges and expenses of any administrator appointed by the Trust Fund to provide administrative services to the FundsFund; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust Fund to provide accounting or sub-accounting services to the FundsFund; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust Fund to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the TrustFund; (j) fees involved in registering and maintaining registrations of the Trust Fund under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust Fund who are not officers or employees of the Manager or a non-investment company entity controlling, controlled by, or under common control with the Manager; (m) all fees and expenses incident to the Fund’s dividend reinvestment plan; (n) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust Fund or to the independent Trustees of the TrustFund; (no) trade association dues; (op) interest payable on Fund borrowings; (q) any shareholder relations expense; (pr) premiums for a fidelity bond and any errors and omissions insurance maintained by the TrustFund; and (rs) any other ordinary or extraordinary expenses incurred by the Trust or the Funds Fund in the course of their its business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. (fe) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust Fund or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Agreement with respect to any Fund or all of the FundsAgreement, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund, what portion of the assets of each Fund will be invested in or through one or more subsidiaries of a Fund, and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its dutiesduties and powers, the Manager will comply with the provisions of the Agreement Second Amended and Restated Declaration of Trust (the “Declaration of Trust”) and By-laws Bylaws of the Trust, each as amended or amended and restated from time to time, and each Fund’s stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the such time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the availability of the security to be delivered in-kind by authorized participants; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s assets, the Trust hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority authority, including full power of substitution and resubstitution, for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities or other investment accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, commodities, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements or any other investments for purposes of managing each Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority authority, including full power of substitution and resubstitution, to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes Manager shall bear its own costs of providing the services hereunder and shall agrees to pay or cause to be paid all of its expenses and all expenses of the Funds, includingexcept for the fee paid to the Manager for advisory services pursuant to this Agreement, without limitation: (a) all costs interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed paid by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of under any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust distribution plan adopted pursuant to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust Rule 12b-1 under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”) (collectively, “Excluded Expenses”); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. The Trust acknowledges and agrees that the Manager may delegate its responsibility to pay some or all expenses incurred by the Funds, except for Excluded Expenses, to one or more third parties, including but not limited to, any sub-advisers. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission (the “SEC”) or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties and powers under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person; provided however, even though also employed by that if the AdviserManager delegates to a sub-adviser or sub-administrator that is an affiliated person or related party of the Manager, who may the Manager shall be responsible and liable, including for purposes of Section 7 of this Agreement, for any actions or become an employee omissions of and paid by such delegate as if such delegate’s actions or omissions were the Manager’s own actions or omissions. In any delegation pursuant to this Section 1(f), unless the Trust agrees otherwise with respect to any Fund or Funds, neither the Trust nor any Fund shall be deemed, when acting within bear the scope separate costs of his employment by the Fund, to be acting in employee such employment solely for the Fund and not as an employee a sub-adviser or agent of the Advisersub-administrator.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust Fund and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each the Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each the Fund, what portion of the assets of the Fund will be invested in or held through one or more subsidiaries of the Fund, and what portion of the assets of each the Fund will be held uninvested, and will, on behalf of each the Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust Fund in accordance with Section 1(e1(d) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust Fund who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the TrustFund, each as amended from time to time, and each the Fund’s stated investment objectiveobjectives, policies, and restrictions. The Manager shall be authorized, on behalf of each the Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds Fund from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the FundsFund, the Manager shall seek to obtain for each the Fund the best execution available. In using its best efforts to obtain for a the Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust Fund hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (dc) In order to enable the Manager to exercise fully its discretion in managing each the Fund’s assets, the Trust Fund hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each the Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, Fund might or could do on its own behalf. (ed) The Trust Fund assumes and shall pay or cause to be paid all of its expenses and all expenses of the Fundsexpenses, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the TrustFund not otherwise assumed by the Manager, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust Fund for the safekeeping of the cash, portfolio securities, and other property of the FundsFund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the TrustFund; (e) the charges and expenses of any administrator appointed by the Trust Fund to provide administrative services to the FundsFund; (f) the charges and expenses of any INVESTMENT MANAGEMENT AGREEMENT accounting and/or sub-accounting agent appointed by the Trust Fund to provide accounting or sub-accounting services to the FundsFund; (g) the costs and expenses of any wholly-owned subsidiary of the Fund to the extent such costs or expenses are not directly borne by the subsidiary; (h) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (hi) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust Fund to federal, state, local, or other governmental agencies; (ij) the cost and expense of printing and issuing certificates, if any, representing securities of the TrustFund; (jk) fees involved in registering and maintaining registrations of the Trust Fund under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (kl) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (lm) fees and expenses of Trustees of the Trust Fund who are not officers or employees of the Manager or a non-investment company entity controlling, controlled by, or under common control with the Manager; (mn) all fees and expenses incident to the Fund’s dividend reinvestment plan; (o) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust Fund or to the independent Trustees of the TrustFund; (np) trade association dues; (oq) interest payable on Fund borrowings; (qr) any shareholder relations expense; (ps) premiums for a fidelity bond and any errors and omissions insurance maintained by the TrustFund; and (rt) any other ordinary or extraordinary expenses incurred by the Trust or the Funds Fund in the course of their its business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 33 or unless the Manager otherwise agreed to do so in writing. (fe) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust Fund or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Agreement with respect to any Fund or all of the FundsAgreement, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the Trust, each as amended from time to time, and each Fund’s stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s assets, the Trust hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes and shall pay or cause to be paid all of its expenses and all expenses of the Funds, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager or a non-investment company entity controlling, controlled by, or under common control with the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “"Trustees”") of the Trust and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each Fund, what portion of the assets of each Fund will be invested in or through one or more subsidiaries of a Fund, and what portion of the assets of each Fund will be held uninvested, and will, on behalf of each Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust in accordance with Section 1(e) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its dutiesduties and powers, the Manager will comply with the provisions of the Agreement Second Amended and Restated Declaration of Trust (the "Declaration of Trust") and By-laws Bylaws of the Trust, each as amended or amended and restated from time to time, and each Fund’s 's stated investment objective, policies, and restrictions. The Manager shall be authorized, on behalf of each Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the such time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Funds, the Manager shall seek to obtain for each Fund the best execution available. In using its best efforts to obtain for a Fund the best execution available, the Manager, bearing in mind the Fund’s 's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the availability of the security to be delivered in-kind by authorized participants; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s 's overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). (d) In order to enable the Manager to exercise fully its discretion in managing each Fund’s 's assets, the Trust hereby constitutes and appoints the Manager as the Trust’s 's and each Fund’s 's agent and attorney-in-fact with full power and authority authority, including full power of substitution and resubstitution, for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities or other investment accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, commodities, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements or any other investments for purposes of managing each Fund’s 's investment operations; and that the Manager, as the Trust’s 's and each Fund’s 's agent and attorney-in-fact, has the power and authority authority, including full power of substitution and resubstitution, to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, might or could do on its own behalf. (e) The Trust assumes Manager shall bear its own costs of providing the services hereunder and shall agrees to pay or cause to be paid all of its expenses and all expenses of the Funds, includingexcept for the fee paid to the Manager for advisory services pursuant to this Agreement, without limitation: (a) all costs interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses incident to the organization of the Trust and the public offering of securities of the Trust, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed paid by the Trust for the safekeeping of the cash, portfolio securities, and other property of the Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of under any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Trust; (e) the charges and expenses of any administrator appointed by the Trust distribution plan adopted pursuant to provide administrative services to the Funds; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust to provide accounting or sub-accounting services to the Funds; (g) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (h) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust to federal, state, local, or other governmental agencies; (i) the cost and expense of printing and issuing certificates, if any, representing securities of the Trust; (j) fees involved in registering and maintaining registrations of the Trust Rule 12b-1 under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “"1940 Act”") (collectively, "Excluded Expenses"); (k) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (l) fees and expenses of Trustees of the Trust who are not officers or employees of the Manager; (m) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust or to the independent Trustees of the Trust; (n) trade association dues; (o) interest payable on Fund borrowings; (q) any shareholder relations expense; (p) premiums for a fidelity bond and any errors and omissions insurance maintained by the Trust; and (r) any other ordinary or extraordinary expenses incurred by the Trust or the Funds in the course of their business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3. The Trust acknowledges and agrees that the Manager may delegate its responsibility to pay some or all expenses incurred by the Funds, except for Excluded Expenses, to one or more third parties, including but not limited to, any sub-advisers. (f) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “"interested persons” of " (as defined in the 1940 Act)of the Trust or the Manager (“"Independent Trustees”") and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission (the "SEC") or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s 's duties and powers under this Agreement with respect to any Fund or all of the Funds, including the management of all or a portion of the assets being managed. (g) Any person; provided however, even though also employed by that if the AdviserManager delegates to a sub-adviser or sub-administrator that is an affiliated person or related party of the Manager, who may the Manager shall be responsible and liable, including for purposes of Section 7 of this Agreement, for any actions or become an employee omissions of and paid by such delegate as if such delegate's actions or omissions were the Manager's own actions or omissions. In any delegation pursuant to this Section 1(f), unless the Trust agrees otherwise with respect to any Fund or Funds, neither the Trust nor any Fund shall be deemed, when acting within bear the scope separate costs of his employment by the Fund, to be acting in employee such employment solely for the Fund and not as an employee a sub-adviser or agent of the Advisersub-administrator.

SERVICES TO BE RENDERED BY THE MANAGER TO THE FUND. (a) Subject always to the oversight control of the Board of Trustees (the “Trustees”) of the Trust Fund and to such policies as the Trustees may determine, the Manager will, at its expense, (i) furnish continuously an investment program for each series of the Trust specified in Schedule A hereto, as such Schedule A may be amended from time to time (each series, individually, a “Fund” and, collectively, the “Funds”) Fund and will make investment decisions on behalf of each the Fund, including, without limitation, what investments will be purchased, held, sold, or exchanged by each the Fund, what portion of the assets of the Fund will be invested in or held through one or more subsidiaries of the Fund, and what portion of the assets of each the Fund will be held uninvested, and will, on behalf of each the Fund, make changes in such investments, and will place all orders for the purchase and sale of portfolio securities and other investments of the Fund and (ii) arrange for office space and equipment, certain bookkeeping and clerical services (excluding, among other things, administrative, transfer agency, accounting and other services provided by agents retained and paid by the Trust Fund in accordance with Section 1(e1(d) of this Agreement) and the payment of all salaries salaries, fees, and expenses of officers and Trustees of the Trust Fund who are officers or employees of the Manager or any non-investment company entity controlling, controlled by, or under common control with the Manager, except as otherwise determined or provided by the Trustees. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-laws of the TrustFund, each as amended from time to time, and each the Fund’s stated investment objectiveobjectives, policies, and restrictions. The Manager shall be authorized, on behalf of each the Fund, to vote any proxies or elect to participate in any corporate or litigation action relating to assets owned by the Funds Fund from time to time. (b) If the Trust establishes one or more series other than the Funds listed in Schedule A with respect to which it desires to retain the Manager to act as investment adviser hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Manager shall be agreed to in writing at the time. (c) In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the FundsFund, the Manager shall seek to obtain for each the Fund the best execution available. In using its best efforts to obtain for a the Fund the best execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Trust Fund hereby agrees with the Manager that any entity or person associated with the Manager which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of any the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). (dc) In order to enable the Manager to exercise fully its discretion in managing each the Fund’s assets, the Trust Fund hereby constitutes and appoints the Manager as the Trust’s and each Fund’s agent and attorney-in-fact with full power and authority for the Trust and each Fund, and on behalf of the Trust and each Fund, as applicable, to open, maintain and close, in the name of the Trust and each Fund, securities accounts with any brokerage firm designated by the Manager in its discretion and to buy, sell and otherwise transact in assets, securities and derivative products (including, without limitation, futures, options, swaps, and spot and forward currency transactions, and agreements or arrangements relating to or securing such transactions) and other financial contracts and other arrangements for purposes of managing each the Fund’s investment operations; and that the Manager, as the Trust’s and each Fund’s agent and attorney-in-fact, has the power and authority to do and perform every act necessary or appropriate to be done in the exercise of the foregoing powers as fully as the Trust and each Fund, as applicable, Fund might or could do on its own behalf. (ed) The Trust Fund assumes and shall pay or cause to be paid all of its expenses and all expenses of the Fundsexpenses, including, without limitation: (a) all costs and expenses incident to the organization of the Trust and the public offering of securities of the TrustFund not otherwise assumed by the Manager, including those relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian(s) appointed by the Trust Fund for the safekeeping of the cash, portfolio securities, and other property of the FundsFund; (c) the charges and expenses of independent accountants; (d) the charges and expenses of any stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the TrustFund; (e) the charges and expenses of any administrator appointed by the Trust Fund to provide administrative services to the FundsFund; (f) the charges and expenses of any accounting and/or sub-accounting agent appointed by the Trust Fund to provide accounting or sub-accounting services to the FundsFund; (g) the costs and expenses of any wholly-owned subsidiary of INVESTMENT MANAGEMENT AGREEMENT the Fund to the extent such costs or expenses are not directly borne by the subsidiary; (h) brokerage commissions, dealer spreads, interest expense, dividend expense and other costs incurred in connection with proposed or consummated portfolio securities transactions; (hi) all taxes, including securities issuance and transfer taxes, and corporate fees payable by the Trust Fund to federal, state, local, or other governmental agencies; (ij) the cost and expense of printing and issuing certificates, if any, representing securities of the TrustFund; (jk) fees involved in registering and maintaining registrations of the Trust Fund under the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time (the “1940 Act”); (kl) all expenses of shareholders’ and Trustees’ meetings, and of preparing, printing, and mailing proxy statements and reports to shareholders; (lm) fees and expenses of Trustees of the Trust Fund who are not officers or employees of the Manager or a non-investment company entity controlling, controlled by, or under common control with the Manager; (mn) all fees and expenses incident to the Fund’s dividend reinvestment plan; (o) charges and expenses of legal counsel (or any other consultant or adviser) to the Trust Fund or to the independent Trustees of the TrustFund; (np) trade association dues; (oq) interest payable on Fund borrowings; (qr) any shareholder relations expense; (ps) premiums for a fidelity bond and any errors and omissions insurance maintained by the TrustFund; and (rt) any other ordinary or extraordinary expenses incurred by the Trust or the Funds Fund in the course of their its business. The Manager shall not be obligated to pay any expenses of or for the Trust or the Funds Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 33 or unless the Manager otherwise agreed to do so in writing. (fe) Subject to prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust Fund or the Manager (“Independent Trustees”) and, to the extent required by the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the relevant Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Agreement with respect to any Fund or all of the FundsAgreement, including the management of all or a portion of the assets being managed. (g) Any person, even though also employed by the Adviser, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Adviser.