Common use of THE COMPANY'S DUTIES Clause in Contracts

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: : A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; ; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; ; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; ; E. prepare and file the Investment Company's tax returns; ; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; ; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; ; H. assist with the design, development, and operation of the Investment Company and the Funds; ; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two4, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, Company the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: : A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; ; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; ; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; ; E. prepare and file the Investment Company's tax returns; ; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; ; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; ; H. assist with the design, development, and operation of the Investment Company and the Funds; ; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two4, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: : A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; ; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; ; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; ; E. prepare and file the Investment Company's tax returns; ; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; ; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; ; H. assist with the design, development, and operation of the Investment Company and the Funds; ; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As AdministratorIf and whenever the Company is required to permit -------------------- Imperial to effect any Offering as provided in Paragraphs 3 and 4, the Company covenants and subject agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt of a request from Imperial to the supervision and control of the Board and include Imperial Shares in a given Offering): (A) prepare all Offering Documents in accordance with Proper Instructions all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Imperial Shares by Imperial in accordance with the intended method of disposition (as defined hereafterand, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms), (B) from file with the Investment CompanySEC such Offering Documents and all other documents required to permit the disposition of the Imperial Shares by Imperial in accordance with the intended method of disposition thereof; provided, that before filing any such Offering Documents (including any documents incorporated by reference therein), the Company will provide facilitiesfurnish to counsel(s) designated by Imperial and to the underwriter(s), equipmentif any, copies of all such Offering Documents, which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Offering Documents as are reasonably requested by such counsel(s) or underwriter(s), and personnel (C) use its reasonable efforts to carry out have such Offering Documents declared effective by, and obtain all approvals from the following administrative services for operation SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Paragraph 3 at any time before the effective date of the business related Offering Documents; and affairs of provided, further, that the Investment Company and each of its portfolios: A. prepare, file, and maintain shall not file any Offering Document which shall be disapproved by Imperial within a reasonable period after the Investment Company's governing documents and any amendments thereto, including the Charter (which same has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholdersprovided for review; B. b. thereafter, prepare and file with the SEC such amendments and post- effective amendments to the Offering Documents as may be necessary to keep the Offering Documents continuously effective and cause the Offering Documents to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (i) such time as all of the Imperial Shares covered by such Offering Documents have been disposed of in accordance with the intended method of disposition set forth in such Offering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (if applicable), if securities remain unsold at the expiration of the Offering, such time as the Company shall file, with the consent of Imperial, a posteffective amendment with the SEC deregistering the securities which remain unsold at the termination of the Offering or (ii) so long as a dealer is required to deliver a Prospectus in connection with the Offering; provided, that before filing any such post- effective amendment, the Company will furnish to counsel(s) designated by Imperial and Exchange Commission to the underwriter(s), if any, copies of the post-effective amendment (including any other document proposed to be filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the appropriate state underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); c. furnish to Imperial and to the underwriter(s), if any, such number of copies of the Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Imperial Shares included in such Offering; d. register or qualify, or cooperate with Imperial, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Imperial Shares covered by the Offering Documents for offer and sale under the applicable securities authorities the registration statements for the Investment Company or blue sky laws of such jurisdictions as Imperial and the Investment Company's shares underwriter(s), if any, shall reasonably request in writing, and do any and all amendments theretoother acts and things which may be reasonably necessary or advisable to enable Imperial and the underwriter(s), reports if any, to regulatory authorities and shareholders, prospectuses, proxy statements, and consummate the disposition in such jurisdictions of the Common Stock covered by the Offering Documents; provided however that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; e. use its reasonable efforts to cause such Common Stock covered by the Offering Documents to be registered with or approved by such other documents all governmental agencies or authorities as may be necessary to enable Imperial and the Investment Company underwriter(s), if any, to consummate the disposition of such Common Stock; f. cooperate reasonably with any managing underwriter to effect the sale of any Imperial Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations; g. notify Imperial and the underwriter(s), if any, at any time when the Offering Documents include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of Imperial or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Offering Documents shall not include any untrue statement of a continuous offering material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of its sharesthe circumstances then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Offering Documents as so amended or supplemented; C. prepare, negotiateh. keep Imperial informed of the Company's best estimate of the earliest date on which the Offering Documents will become effective, and administer contracts promptly notify Imperial of (if anyA) on behalf the effectiveness of such Offering Documents, (B) a request by the SEC for an amendment or supplement to such Offering Documents, (C) the issuance by the SEC of an order suspending the effectiveness of the Investment Company withOffering Documents, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions or of the Board threat of an proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Offering Documents for sale in any jurisdiction or the 1940 Actinitiation or threat of any proceeding for that purpose; D. calculate performance data i. comply with the provisions of the Investment Company for dissemination Securities Offering Regulations and the Securities Act with respect to information services covering the investment company industry; E. prepare and file disposition of all securities covered by the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations Offering Documents in accordance with a charter the intended method of distribution of the sellers thereof set forth in such Offering Documents; j. use its reasonable efforts to list the securities proposed to be adopted sold in such Offering on the New York Stock Exchange, or on such other securities exchange on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; k. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Imperial or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; l. obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Imperial or the underwriter(s), if any, shall reasonably request; and m. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company and the Investment Company; H. assist with the designin writing as confidential shall be kept confidential by each such Person, developmentunless disclosure of such records, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointmentinformation, or election as officers of the Investment Companydocuments is required by law, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult judicial or administrative order, or in order to defend a claim asserted against such Person in connection with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Servicessuch Offering."

THE COMPANY'S DUTIES. As AdministratorOperations Agent, and subject to the supervision and control of the Board Board, and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, Company the Company will provide facilities, equipment, and personnel to carry out the following administrative operations agency services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare(1) following the organization of the Investment Company, file, and maintain prepare the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws Laws and minutes of meetings of the Board and ShareholdersInvestors; B. prepare and file (2) following the Investment Company's effectiveness with the Securities and Exchange Commission Commission, prepare and the appropriate state securities authorities file the registration statements for the Investment Company and the Investment Company's shares Fund and all amendments thereto, the Form N-SAR, reports to regulatory authorities and shareholdersInvestors, prospectusesoffering documents, proxy and/or information statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous private offering of its shares; C. prepare, negotiate, (3) conduct compliance training sessions for the benefit of the investment advisers of the Funds; (4) maintain the Investment Company's calendar of reporting and administer contracts filing obligations; (if any5) on behalf perform internal audit examinations; (6) monitor and supervise the collection of tax reclaims; (7) plan and prepare for meetings of the Investment Company withCompany's Board, among othersincluding maintaining the Board's agenda and preparing and distributing materials for the Board's review and consideration; (8) attend in person, and record the minutes of meetings of, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 ActBoard; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. (9) consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs; (10) prepare materials necessary for shareholder meetings and record the minutes of shareholder meetings; (11) prepare expense projections for the Funds; (12) coordinate the activities of all service providers to the Investment Company. By way of example, the Company will, in conjunction with item (4) above, communicate to the other service providers to the Investment Company lists of information and materials needed for filing obligations, as well as deadlines for the receipt of such materials. The Company does not take responsibility for the failure of other service providers to provide such materials to the Investment Company in a timely fashion or for the performance of functions for which other service providers are responsible. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section TwoOne, shall hereafter be referred to as "Administrative Operations Agency Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers adviser(s) and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosFunds: A. preparePrepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter declaration of trust (which has already been prepared and filed), the Byby-laws and minutes of meetings of the Board and Shareholdersshareholders; B. prepare Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities ("SEC") the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. preparePrepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Adviser and/or Sub-Adviser and the Investment Company's investment advisers and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; D. calculate Calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare Prepare and file the Investment Company's tax returns; F. coordinate Coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform Perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist Assist with the design, development, and operation of the Investment Company and the Funds; I. provide Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult Consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosFunds: A. preparePrepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter declaration of trust (which has already been prepared and filed), the Byby-laws and minutes of meetings of the Board and Shareholdersshareholders; B. prepare Prepare and file with the Securities and Exchange Commission ("SEC") and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. preparePrepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Adviser and/or Sub-Adviser and the Investment Company's investment advisers and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; D. calculate Calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare Prepare and file the Investment Company's tax returns; F. coordinate Coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform Perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist Assist with the design, development, and operation of the Investment Company and the Funds; I. provide Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult Consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As AdministratorIf and whenever the Company is required to permit -------------------- the Holders to effect any Offering as provided in Paragraphs 3 and 4, the Company covenants and subject agrees that it will, as expeditiously as possible (but not later than thirty (30) days after receipt of a request from the Holders), to the supervision and control of the Board and include Registrable Securities in a given Offering: (A) prepare all Offering Documents in accordance with Proper Instructions all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by the Holders and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Registrable Securities by the Holders in accordance with the intended method of disposition (as defined hereafterand, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms), (B) from file with the Investment CompanySEC such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Offering Documents (including any documents incorporated by reference therein), the Company will provide facilitiesfurnish to counsel(s) designated by the Holders and to the underwriter(s), equipmentif any, copies of all such Offering Documents, which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, the Company shall make such changes in such Offering Documents as are reasonably requested by such counsel(s) or underwriter(s), and personnel (C) use its best efforts to carry out have such Offering Documents declared effective by, and obtain all approvals from the following administrative services for operation SEC to the extent necessary to permit the Offering as promptly as practicable (but in no event more than 120 days subsequent to the initial filing of the business and affairs Offering Documents with the SEC, if such Offering Documents are subject to review by the SEC); provided, however, that the Company may discontinue any Offering that is being effected pursuant to Paragraph 3 at any time before the effective date of the Investment related Offering Documents; and provided, further, that the Company and each of its portfolios: A. prepare, file, and maintain shall not file any Offering Document which shall be disapproved by the Investment Company's governing documents and any amendments thereto, including Holders within a reasonable period after the Charter (which same has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholdersprovided for review; B. b. thereafter, prepare and file with the SEC such amendments and post- effective amendments to the Offering Documents as may be necessary to keep the Offering Documents continuously effective and cause the Offering Documents to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (i) such time as all of the Registrable Securities covered by such Offering Documents have been disposed of in accordance with the intended method of disposition set forth in such Offering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (if applicable), if securities remain unsold at the expiration of the Offering, such time as the Company shall file, with the consent of such Holders, a post-effective amendment with the SEC deregistering the securities which remain unsold at the termination of the Offering or (ii) so long as a dealer is required to deliver a Prospectus in connection with the Offering; provided, that before filing any such post- effective amendment, the Company will furnish to counsel(s) designated by such Holders and Exchange Commission to the underwriter(s), if any, copies of the post-effective amendment (including any other document proposed to be filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the appropriate state underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); c. furnish to the Holders and to the underwriter(s), if any, such number of copies of the Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Registrable Securities included in such Offering; d. register or qualify, or cooperate with the Holders, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Registrable Securities covered by the Offering Documents for offer and sale under the applicable securities authorities or blue sky laws of such jurisdictions as the registration statements for the Investment Company Holders and the Investment Company's shares underwriter(s), if any, shall reasonably request in writing, and do any and all amendments theretoother acts and things which may be reasonably necessary or advisable to enable the Holders and the underwriter(s), reports if any, to regulatory authorities and shareholdersconsummate the disposition in such jurisdictions of the Common Stock covered by the Offering Documents; provided however, prospectuses, proxy statements, and that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; e. use its reasonable efforts to cause such Common Stock covered by the Offering Documents to be registered with or approved by such other documents all governmental agencies or authorities as may be necessary to enable the Investment Company Holders and the underwriter(s), if any, to consummate the disposition of such Common Stock; f. cooperate reasonably with any managing underwriter to effect the sale of any Registrable Securities, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations'; g. notify the Holders and the underwriter(s), if any, at any time when the Offering Documents include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of the Holders or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Offering Documents shall not include any untrue statement of a continuous offering material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of its sharesthe circumstances then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Offering Documents as so amended or supplemented; C. prepare, negotiateh. keep the Holders informed of the Company's best estimates of the earliest date on which the Offering Documents will become effective, and administer contracts promptly notify the Holders of (if anyA) on behalf the effectiveness of such Offering Documents, (B) a request by the SEC for an amendment or supplement to such Offering Documents, (C) the issuance by the SEC of an order suspending the effectiveness of the Investment Company withOffering Documents, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions or of the Board threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Offering Documents for sale in any jurisdiction or the 1940 Actinitiation or threat of any proceeding for that purpose; D. calculate performance data i. materially comply with the provisions of the Investment Company for dissemination Securities Offering Regulations and the Securities Act with respect to information services covering the investment company industry; E. prepare and file disposition of all securities covered by the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations Offering Documents in accordance with a charter the intended method of distribution of the sellers thereof set forth in such Offering Documents; j. use its reasonable efforts to list the securities proposed to be adopted sold in such Offering on the American Stock Exchange, or on such other securities exchange on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; k. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as the Holders or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; l. obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as the Holders or the underwriter(s), if any, shall reasonably request; and m. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company and the Investment Company; H. assist with the designin writing as confidential shall be kept confidential by each such Person, developmentunless disclosure of such records, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointmentinformation, or election as officers of the Investment Companydocuments is required by law, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult judicial or administrative order, or in order to defend a claim asserted against such Person in connection with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Servicessuch Offering."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, Company the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two4, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: Funds: A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; ; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; ; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; ; E. prepare and file the Investment Company's tax returns; ; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; ; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; ; H. assist with the design, development, and operation of the Investment Company and the Funds; ; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two4, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, If and subject whenever the Company is required to the supervision and control permit -------------------- either or both of the Board Selling Stockholders to effect any Offering as provided in Paragraphs 3 and 4, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt of a request from either or both of the Selling Stockholders to include its respective Shares in a given Offering): 1. (1) prepare all Offering Documents in accordance with Proper Instructions all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Selling Stockholder's Shares by the Selling Stockholder in accordance with the intended method of disposition (as defined hereafterand, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms), (2) from file with the Investment CompanySEC such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Offering Documents (including any documents incorporated by reference therein), the Company will provide facilitiesfurnish to counsel designated by the subject Selling Stockholder and to the underwriter(s), equipmentif any, copies of all such Offering Documents, which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Offering Documents as are reasonably requested by such counsel(s) or underwriter(s), and personnel (3) use its reasonable efforts to carry out have such Offering Documents declared effective by, and obtain all approvals from the following administrative services for operation SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Paragraph 3 at any time before the effective date of the business related Offering Documents; and affairs of the Investment Company and each of its portfolios: A. prepareprovided, filefurther, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform not file any Offering Document which shall be disapproved by the subject Stockholder within a reasonable period after the same has been provided for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."review;

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyBoard, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosthe Funds and/or their classes: A. following the organization of the Investment Company, prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter Articles of Incorporation (which has have already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file following the Investment Company's effectiveness with the Securities and Exchange Commission and the appropriate state securities authorities Commission, prepare the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, submit the registration statements to the Hub Fund for approval, and file the registration statements with the Securities and Exchange Commission and the appropriate state securities authorities; C. prepare and file reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. prepare, negotiate, D. plan and administer contracts (if any) on behalf prepare for meetings of the Investment Company withCompany's Board, among othersincluding maintaining the Board's agenda, preparing materials for the Board's review and consideration and distributing such materials to the Board in advance of Board meetings; E. attend in person, and record the minutes of meetings of, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 ActBoard; D. calculate performance data F. plan and prepare for meetings of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returnsshareholders and record the minutes of such meetings; F. G. maintain the Investment Company's calendar of reporting and filing obligations; H. prepare expense projections for the Funds and provide such projections to the Fund's portfolio accountant; monitor expenses incurred by the Funds; forward invoices to the Investment Company's Treasurer for payment authorization; I. monitor the declaration and payment of dividends and other distributions; J. monitor and supervise the collection of tax reclaims; K. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. L. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Companyexaminations; H. assist with the design, development, M. obtain EIN and operation of the Investment Company and the FundsCUSIP number for each Fund; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. N. consult with the Investment Company Fund and its Board on matters concerning the Investment Company Fund and its affairs; and O. coordinate the activities of all service providers to the Investment Company. By way of example, the Company will, in conjunction with item (G) above, communicate to the other service providers to the Investment Company lists of information and materials needed for filing obligations, as well as deadlines for the receipt of such materials. The Company does not take responsibility for the failure of other service providers to provide such materials to the Investment Company in a timely fashion or for the performance of functions for which other service providers are responsible. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosFund: A. preparePrepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter trust instrument (which has already been prepared and filed), the Byby-laws and minutes of meetings of the Board and Shareholdersshareholders; B. prepare Prepare and file with the Securities and Exchange Commission ("SEC") and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments and supplements thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, notices, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. preparePrepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Adviser and/or Sub-Adviser and the Investment Company's investment advisers and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate Coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist E. Assist with the design, development, and operation of the Investment Company and the Funds; I. provide F. Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and; J. consult G. Consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs; H. Prepare agendas and all Board materials for Board meetings and distribute such materials to all necessary parties; I. Assist with the preparation for, attend, and prepare minutes of Board meetings and shareholder meetings; J. Review and monitor the fidelity bond and errors and omissions insurance coverage and the submission of any related regulatory filings; K. Provide a system which will enable the Fund to monitor the total number of Shares of each Fund sold in each state ("blue sky reporting"). The Fund shall by Proper Instructions (i) identify to the Company those transactions and assets to be treated as exempt from the blue sky reporting for each state and (ii) verify the classification of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Company for each Fund's state blue sky registration status is limited solely to the recording of the classification of transactions or accounts with regard to blue sky compliance and the reporting of such transactions and accounts to the Fund as provided above; L. Such other similar services as may reasonably be requested by the Investment Company. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section TwoOne, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyBoard, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare, file, assist in drafting and maintain reviewing the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed)Charter, the By-laws and minutes of meetings of the Board and Shareholders; B. prepare assist in preparing and file with the Securities and Exchange Commission and the appropriate state securities authorities reviewing the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; C. prepareassist in preparing, negotiate, reviewing and administer administering contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers advisers, co-advisers, distributor, transfer agent, and distributorsfund accountant, subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate assist in coordinating the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. E. assist with the design, development, and operation of the Investment Company and the Funds; I. F. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. G. consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section TwoOne, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyBoard, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: the Funds and/or Classes: A. prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter Articles of Incorporation or Declaration of Trust (which has already been prepared and filed), the By-By- laws and minutes of meetings of the Board and Shareholders; ; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; ; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Investment Company's investment advisers (if any), distributors, and distributorstransfer agents, subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate performance data of the Investment Company Funds for dissemination to information services covering the investment company industry; ; E. prepare and file Funds' tax returns; F. examine and review the operations of the Investment Company's tax returns; F. transfer agents; G. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. ; H. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. ; I. assist with the design, development, and operation of the Investment Company and the Funds; I. ; J. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment CompanyCompany and the Funds, who will be responsible for the management of certain of the Investment Company's and the Funds' affairs as determined by the Board; K. direct the Investment Company's Boardcustodian banks to daily transfer the proceeds from payment for the purchase of Shares by Shareholders to the custodian bank for the registered investment company in which the Fund owns an interest ("Hub Fund") and at the same time notify the Hub Fund's administrator of such transfers; and J. L. request the administrator for the Hub Fund to direct the custodian bank for the Hub Fund to timely deposit cash in the custodian account of the Fund's custodian bank as needed to meet redemptions of Shares by Shareholders, dividend or distribution payments to Shareholders or payment of Fund expenses; M. reconcile the amounts so requested and transferred, as described in L. and M. above, with the Fund's custodian, transfer agent and the Hub Fund's administrator; and N. consult with the Investment Company Fund and its Board on matters concerning the Investment Company Fund and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyBoard, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosthe Funds and/or their classes: A. following the organization of the Investment Company, prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter "Declaration of Trust" "Articles of Incorporation" Articles of Incorporation (which has have already been prepared and filed), the By-laws and minutes of meetings of the Board "Trustees" "Directors" and Shareholders; B. prepare and file following the Investment Company's effectiveness with the Securities and Exchange Commission and the appropriate state securities authorities Commission, prepare the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, submit the registration statements to the Hub Fund for approval, and file the registration statements with the Securities and Exchange Commission and the appropriate state securities authorities; C. prepare and file reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. prepare, negotiate, D. plan and administer contracts (if any) on behalf prepare for meetings of the Investment Company withCompany's Board, among othersincluding maintaining the Board's agenda, preparing materials for the Board's review and consideration and disstributing such materials to the Board in advance of Board meetings; E. attend in person, and record the minutes of meetings of, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 ActBoard; D. calculate performance data F. plan and prepare for meetings of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returnsshareholders and record the minutes of such meetings; F. G. maintain the Investment Company's calendar of reporting and filing obligations; H. prepare expense projections for the Funds and provide such projections to the Fund's portfolio accountant; monitor expenses incurred by the Funds; forward invoices to the Investment Company's Treasurer for payment authorization; I. monitor the declaration and payment of dividends and other distributions; J. monitor and supervise the collection of tax reclaims; K. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. L. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Companyexaminations; H. assist with the design, development, M. obtain EIN and operation of the Investment Company and the FundsCUSIP number for each Fund; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. N. consult with the Investment Company Fund and its Board on matters concerning the Investment Company Fund and its affairs; and O. coordinate the activities of all service providers to the Investment Company. By way of example, the Company will, in conjunction with item (G) above, communicate to the other service providers to the Investment Company lists of information and materials needed for filing obligations, as well as deadlines for the receipt of such materials. The Company does not take responsibility for the failure of other service providers to provide such materials to the Investment Company in a timely fashion or for the performance of functions for which other service providers are responsible. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As AdministratorOperations Agent, and subject to the supervision and control of the Board Board, and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, Company the Company will provide facilities, equipment, and personnel to carry out the following administrative operations agency services for operation of the business and affairs of the Investment Company and each of its portfolios: A. prepare(1) following the organization of the Investment Company, file, and maintain prepare the Investment Company's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and ShareholdersInvestors; B. prepare and file (2) following the Investment Company's effectiveness with the Securities and Exchange Commission and the appropriate state securities authorities Commission, prepare the registration statements for the Investment Company and the Investment Company's shares Fund and all amendments thereto, reports to regulatory authorities and shareholdersInvestors, prospectusesoffering documents, proxy and/or information statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous private offering of its shares; C. prepare, negotiate, (3) conduct compliance training sessions for the benefit of the investment advisers of the Funds; (4) maintain the Investment Company's calendar of reporting and administer contracts filing obligations (if any5) on behalf perform internal audit examinations; (6) monitor and supervise the collection of tax reclaims; (7) plan and prepare for meetings of the Investment Company withCompany's Board, among othersincluding maintaining the Board's agenda and preparing materials for the Board's review and consideration; (8) attend in person, and record the minutes of meetings of, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 ActBoard; D. calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist with the design, development, and operation of the Investment Company and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. (9) consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs; (10) prepare materials necessary for shareholder meetings and record the minutes of shareholder meetings; (11) prepare expense projections for the Funds; (12) coordinate the activities of all service providers to the Investment Company. By way of example, the Company will, in conjunction with item (4) above, communicate to the other service providers to the Investment Company lists of information and materials needed for filing obligations, as well as deadlines for the receipt of such materials. The Company does not take responsibility for the failure of other service providers to provide such materials to the Investment Company in a timely fashion or for the performance of functions for which other service providers are responsible. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section TwoOne, shall hereafter be referred to as "Administrative Operations Agency Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyCorporation, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company Corporation and each of its portfolios: A. prepare, file, and maintain the Investment CompanyCorporation's governing documents and any amendments thereto, including the Charter (which has already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for the Investment Company Corporation and the Investment CompanyCorporation's shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, filings on Form N-SAR, and such other documents all as may be necessary to enable the Investment Company Corporation to make a continuous offering of its shares; C. prepare, negotiate, and administer contracts (if any) on behalf of the Investment Company Corporation with, among others, the Investment CompanyCorporation's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 Act; D. calculate performance data of the Investment Company Corporation for dissemination to information services covering the investment company industry; E. prepare and file the Investment CompanyCorporation's tax returns; F. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment CompanyCorporation; H. assist with the design, development, and operation of the Investment Company Corporation and the Funds; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment CompanyCorporation, who will be responsible for the management of certain of the Investment CompanyCorporation's affairs as determined by the Investment CompanyCorporation's Board; and J. consult with the Investment Company Corporation and its Board on matters concerning the Investment Company Corporation and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Corporation under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfolios: Funds: A. preparePrepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter declaration of trust (which has already been prepared and filed), the Byby-laws and minutes of meetings of the Board and Shareholders; shareholders; B. prepare Prepare and file with the Securities and Exchange Commission ("SEC") and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares; Shares; C. preparePrepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Adviser and/or Sub-Adviser and the Investment Company's investment advisers and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; ; D. calculate Calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; ; E. prepare Prepare and file the Investment Company's tax returns; ; F. coordinate Coordinate the layout and printing of publicly disseminated prospectuses and reports; ; G. perform Perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; ; H. assist Assist with the design, development, and operation of the Investment Company and the Funds; ; I. provide Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and and J. consult Consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment CompanyBoard, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosthe Funds and/or their classes: A. following the organization of the Investment Company, prepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter Articles of Incorporation (which has have already been prepared and filed), the By-laws and minutes of meetings of the Board and Shareholders; B. prepare and file following the Investment Company's effectiveness with the Securities and Exchange Commission and the appropriate state securities authorities Commission, prepare the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments thereto, submit the registration statements to the Hub Fund for approval, and file the registration statements with the Securities and Exchange Commission and the appropriate state securities authorities; C. prepare and file reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its shares;Shares; Deutsche Family of Funds Page 2 1997 C. prepare, negotiate, D. plan and administer contracts (if any) on behalf prepare for meetings of the Investment Company withCompany's Board, among othersincluding maintaining the Board's agenda, preparing materials for the Board's review and consideration and disstributing such materials to the Board in advance of Board meetings; E. attend in person, and record the minutes of meetings of, the Investment Company's investment advisers and distributors, subject to any applicable restrictions of the Board or the 1940 ActBoard; D. calculate performance data F. plan and prepare for meetings of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returnsshareholders and record the minutes of such meetings; F. G. maintain the Investment Company's calendar of reporting and filing obligations; H. prepare expense projections for the Funds and provide such projections to the Fund's portfolio accountant; monitor expenses incurred by the Funds; forward invoices to the Investment Company's Treasurer for payment authorization; I. monitor the declaration and payment of dividends and other distributions; J. monitor and supervise the collection of tax reclaims; K. coordinate the layout and printing of publicly disseminated prospectuses and reports; G. L. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Companyexaminations; H. assist with the design, development, M. obtain EIN and operation of the Investment Company and the FundsCUSIP number for each Fund; I. provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and J. N. consult with the Investment Company Fund and its Board on matters concerning the Investment Company Fund and its affairs; and O. coordinate the activities of all service providers to the Investment Company. By way of example, the Company will, in conjunction with item (G) above, communicate to the other service providers to the Investment Company lists of information and materials needed for filing obligations, as well as deadlines for the receipt of such materials. The Company does not take responsibility for the failure of other service providers to provide such materials to the Investment Company in a timely fashion or for the performance of functions for which other service providers are responsible. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company Fund under this Section Two, shall hereafter be referred to as "Administrative Services."

THE COMPANY'S DUTIES. As Administrator, and subject to the supervision and control of the Board and in accordance with Proper Instructions (as defined hereafter) from the Investment Company, the Company will provide facilities, equipment, and personnel to carry out the following administrative services for operation of the business and affairs of the Investment Company and each of its portfoliosFund: A. preparePrepare, file, and maintain the Investment Company's governing documents and any amendments thereto, including the Charter trust instrument (which has already been prepared and filed), the Byby-laws and minutes of meetings of the Board and Shareholdersshareholders; B. prepare Prepare and file with the Securities and Exchange Commission ("SEC") and the appropriate state securities authorities the registration statements for the Investment Company and the Investment Company's shares Shares and all amendments and supplements thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, notices, and such other documents all as may be necessary to enable the Investment Company to make a continuous offering of its sharesShares; C. preparePrepare, negotiate, and administer contracts (if any) on behalf of the Investment Company with, among others, the Adviser and/or Sub-Adviser and the Investment Company's investment advisers and distributorsdistributor(s), subject to any applicable restrictions of the Board or the 1940 Act; D. calculate Calculate performance data of the Investment Company for dissemination to information services covering the investment company industry; E. prepare and file the Investment Company's tax returns; F. coordinate Coordinate the layout and printing of publicly disseminated prospectuses and reports; G. perform internal audit examinations in accordance with a charter to be adopted by the Company and the Investment Company; H. assist F. Assist with the design, development, and operation of the Investment Company and the Funds; I. provide G. Provide individuals reasonably acceptable to the Board for nomination, appointment, or election as officers of the Investment Company, who will be responsible for the management of certain of the Investment Company's affairs as determined by the Investment Company's Board; and; J. consult H. Consult with the Investment Company and its Board on matters concerning the Investment Company and its affairs; I. Prepare agendas and all Board materials for Board meetings and distribute such materials to all necessary parties; J. Assist with the preparation for, attend, and prepare minutes of Board meetings and shareholder meetings; K. Review and monitor the fidelity bond and errors and omissions insurance coverage and the submission of any related regulatory filings; L. Provide a system which will enable the Fund to monitor the total number of Shares of each Fund sold in each state ("blue sky reporting"). The Fund shall by Proper Instructions (i) identify to the Company those transactions and assets to be treated as exempt from the blue sky reporting for each state and (ii) verify the classification of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Company for each Fund's state blue sky registration status is limited solely to the recording of the classification of transactions or accounts with regard to blue sky compliance and the reporting of such transactions and accounts to the Fund as provided above; M. Such other similar services as may reasonably be requested by the Investment Company. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section Two, shall hereafter be referred to as "Administrative Services."