Common use of Advisory, Management and Distribution Clause in Contracts

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”), and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, principal underwriter’s or distributor’s contract or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such a vote meeting the requirements and restrictions as may be set forth in of the Bylaws1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any partnership, corporation, trust, association or other organization (the “Manager”"Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested uninvested, and to make changes in the Trust’s 's investments. The Board of Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholderShareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing services or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made by the Trust also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust with one or for any series more corporations, limited liability companies, general or class with any corporationlimited partnerships, trusttrusts, association associations, or other organization organizations (the each a “Manager”), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the relevant Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager one or any other corporation, trust, association more Managers or other organizationcorporations, limited liability companies, general or limited partnerships, trusts, associations, or other organizations appointing it or them exclusive or nonexclusive distributor or distributor(s) and/or principal underwriter underwriter(s) for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (ia) any of the Shareholders, Trustees Trustees, or officers of the Trust is a shareholder, director, officer, partner, member, trustee, employee, manager, adviser, sub-adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, limited liability company, general or limited partnership, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory, sub-advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, made or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (iib) any corporation, limited liability company, general or limited partnership, trust, association association, or other organization organization, with which an advisory, sub-advisory or management contract or principal underwriter’s or distributor’s contract, contract or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory, sub-advisory or management contract, or principal underwriter’s or distributor’s contract or transfer, Shareholder shareholder servicing or other agency contract with one or more other corporationscorporation, trustslimited liability company, associations general or limited partnership, trust, association, or other organizationsorganization, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such a vote meeting the requirements and restrictions as may be set forth in of the Bylaws1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any partnership, corporation, trust, association or other organization (the “Manager”'Adviser'), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine, including, . without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested uninvested, and to make changes in the Trust’s 's investments. The Board of Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Sharesshares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine. The fact that: (i) any of the Shareholdersshareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made by the Trust also has an advisory or management contract, or principal underwriter’s underwriters or distributor’s contract 's contract, or transfer, Shareholder servicing shareholder services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholdershareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholdersshareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “"Manager”"), including, without limitation, Alliance Capital Management, L.P., every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more Sub-advisers who shall perform all or part of the obligations of the Manager under such contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract distributors contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or on its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”), and Manager”),and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, principal underwriter’s or distributor’s contract or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”"Advisor"), every such contract to comply with such requirements and restrictions as may be set forth in the By-laws; and any such contract may provide for one or more Sub-advisers who shall perform all or part of the obligations of the Advisor under such contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Trustees may also, at any time and from time to time, contract with the Manager Advisor or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust with one or for any series or class with any corporationmore corporations, trusttrusts, association associations or other organization organizations (the each a “Manager”), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the relevant Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager one or any other corporation, trust, association more Managers or other organizationcorporations, trusts, associations or other organizations appointing it or them exclusive or nonexclusive distributor or distributor(s) and/or principal underwriter underwriter(s) for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: that (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, sub-adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, partnership, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory, sub-advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, made or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that that (ii) any corporation, trust, association or other organization with which an advisory, sub-advisory or management contract or principal underwriter’s or distributor’s contract, contract or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory, sub-advisory or management contract, or principal underwriter’s or distributor’s contract or transfer, Shareholder shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”), and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other limited liability company, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms as the Trustees may determine. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of any series of the Trust. The Trustees may clarify or interpret on behalf of the Trust provisions of the contracts that it enters into pursuant to this Article IV, Section 7 that are ambiguous, implicit or missing. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, principal underwriter’s or distributor’s contract or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylawsa favorable Majority Shareholder Vote, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “"Manager”"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust or any series of Shares shall be held uninvested and to make changes in the Trust’s investmentsinvestments of the Trust or any series of Shares. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (ia) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (iib) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in approval by the Bylawsvote of a majority of the outstanding voting securities of a series of the Trust to the extent required by the 1940 Act, the Trustees maymay on behalf of such series, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any a corporation, trust, association or other organization (organization, every such contract to comply with such requirements and restrictions as may be set forth in the “Manager”), By- Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust such series shall be held uninvested and to make changes in the Trust’s such series' investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other a corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The Trustees may also in their discretion from time to time enter into transfer agency and/or shareholder service contracts, in each case, with such terms and conditions, and providing for such compensation, as the Trustees may in their discretion deem advisable. The fact that: (ia) any of the Shareholders, Trustees Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviseradvisor, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing services or other agency contract or contract of the character described in Article VI (a "custodial contract") may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (iib) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, custodial contract or transfer, Shareholder servicing services or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, custodial contract or transfer, Shareholder servicing services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business businesses or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. In addition to the foregoing, the same person (including a firm, corporation, partnership, trust or association) may be the other party to contracts entered into pursuant to this section or Article VI and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this section and Article VI.

Advisory, Management and Distribution. Subject to such a vote meeting the requirements and restrictions as may be set forth in of the Bylaws1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any partnership, corporation, trust, association or other organization (the “Manager”"Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Board of Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Sharesshares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine. The fact that: (i) any of the Shareholdersshareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made by the Trust also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing shareholder services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholdershareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholdersshareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more Sub-Advisers who shall perform all or part of the obligations of the Manager under such Contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (ia) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (iib) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s or distributor’s contract contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of or any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or exercising any other right that comes before Shareholders or create any liability or accountability to the Trust or its Shareholders. Any contract entered into pursuant to this Section 4.7 shall be consistent with and subject to the requirements of Section 15 of the 1940 Act with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “"Manager”"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, sub-adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory, sub-advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, administrative services contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory, sub-advisory or management contract or contract, principal underwriter’s 's or distributor’s contract, 's contract or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory, sub-advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, administrative services contract, or transfer, Shareholder shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or of or for any parent or affiliate of any organization, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust with Value Trend Capital Management, LP, a California Limited Partnership or for any series or class with any corporation, trust, association or other organization (the “Manager”"Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may provide for one or more sub-advisers who shall perform all or part of the obligations of the Adviser under such contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder shareholder servicing or other agency contract with one or more other corporations, trusts, associations or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such a vote meeting the requirements and restrictions as may be set forth in of the Bylaws1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any partnership, corporation, trust, association or other organization (the “Manager”"Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Board of Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Sharesshares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy- Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine. The fact that: (i) any of the Shareholdersshareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made by the Trust also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing shareholder services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholdershareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholdersshareholders.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more Sub-Advisers who shall perform all or part of the obligations of the Manager under such Contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to tot time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (ia) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (iib) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s or distributor’s contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s or distributor’s contract contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of or any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or exercising any other right that comes before Shareholders or create any liability or accountability to the Trust or its Shareholders. Any contract entered into pursuant to this Section 4.7 shall be consistent with and subject to the requirements of Section 15 of the 1940 Act with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal.

Advisory, Management and Distribution. Subject to such requirements and restrictions as may be set forth in the Bylaws, the The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any corporation, trust, association or other organization (the “Manager”"Advisor"), every such contract to comply with such requirements and restrictions as may be set forth in the By-laws; and any such contract may provide for one or more Sub-advisers who shall perform all or part of the obligations of the Advisor under such contract and may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Trustees may also, at any time and from time to time, contract with the Manager Advisor or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy-laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, underwriter or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or thatcontract (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

Advisory, Management and Distribution. Subject to such a vote meeting the requirements and restrictions as may be set forth in of the Bylaws1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services for the Trust or for any series or class with any partnership, corporation, trust, association or other organization (the “Manager”"Adviser"), every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine, including, without limitation, authority for a Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s 's investments. The Board of Trustees may also, at any time and from time to time, contract with the Manager Adviser or any other partnership, corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Sharesshares, every such contract to comply with such requirements and restrictions as may be set forth in the BylawsBy- Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Board of Trustees may determine. The fact that: (i) any of the Shareholdersshareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or affiliate or agent of or for any corporation, trust, association association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter’s 's or distributor’s 's contract, or transfer, Shareholder servicing shareholder services or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter’s 's or distributor’s contract 's contract, or transfer, Shareholder servicing shareholder services or other agency contract with one or more other corporations, trusts, associations associations, or other organizations, or has other business or interests interests, shall not affect the validity of any such contract or disqualify any Shareholdershareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholdersshareholders.