Common use of Duties of the Adviser Clause in Contracts

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation Company and Fund and any will furnish to the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, delegated to TRP Hong Kong and shall oversee and review the Sub-adviserTRP Hong Kong’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser has furnished TRP Hong Kong with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any TRP Hong Kong at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser TRP Hong Kong and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRP Hong Kong with any further documents, materials or information that the Sub-adviser TRP Hong Kong may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Adviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Declaration of Incorporation Trust of the CorporationTrust, as amended from time to time and as filed with the Maryland Secretary of State Department of Assessments and TaxationDelaware, as in effect on the date hereof and as amended from time to time (“Articles”"Declaration of Trust"); (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Trust authorizing the appointment of the Adviser and the Sub-adviser Adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Trust's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund Funds and its their shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Adviser with any further documents, materials or information that the Sub-adviser Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish or cause to be furnished to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Funds or the public, which refer to the Sub-Adviser or its clients in any way, prior to the first use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Subadviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation Master Trust Agreement of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationDelaware, as in effect on the date hereof and as amended from time to time (“Articles”"Declaration of Trust"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing fifteen (15) business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than those assumed by the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission (“SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense (except as provided herein), shall render the following services to the Fund: (a) The Adviser shall continue assume all investment duties and have full discretionary power and authority with respect to have responsibility for all services the investment of the assets of the Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) determine the securities and other investments to be provided to each Fund pursuant purchased, sold or otherwise disposed of including other investment funds (“Investment Funds”) and the timing of such purchases, sales and dispositions; (iv) to the applicable Advisory Agreement extent applicable, vote all proxies for securities and exercise all other than those assumed voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the SubBoard; (v) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vi) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (vii) take such further action, including, to the extent applicable, the placing of purchase and sale orders, selecting broker-adviserdealers to execute, clear or settle such orders on behalf of the Fund, negotiating commission rates to be paid to broker-dealers, opening, maintaining and closing trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, subscription documents related to the Investment Funds and standard dealer or institutional customer agreements with broker-dealers, each as the Adviser shall oversee and review the Sub-adviser’s performance of deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. B. Upon request from . Subject to the Sub-advisersupervision of the Board, the Adviser will furnish shall have full discretion and authority to enter into agreements with the Sub-adviser with copies of each Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:Investment Funds. (1b) The Articles of Incorporation In effecting transactions on behalf of the CorporationFund, to the extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In selecting broker-dealers to execute transactions (where applicable), the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to a broker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of its affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Fund’s portfolio and as filed the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise. The Adviser shall also furnish the Board with such available statistical and analytical information with respect to investments of the Maryland State Department of Assessments and TaxationFund, including but not limited to the underlying Investment Funds, as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, the Fund’s investment objective, investment policies, and investment restrictions as set forth in effect on the date hereof Prospectus, the Adviser Guidelines, and the Procedures, each as amended from time promptly provided to time the Adviser by the Fund; (“Articles”);ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (2d) The By-Laws Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Corporation Fund as soon as reasonably practicable, and where possible, in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions advance of the Corporation’s Board authorizing the appointment any change of control of the Adviser and any changes in the Sub-adviser and approving key personnel who are either the form portfolio manager(s) of the Advisory Agreement and this Agreement;Fund or senior management of the Adviser. (4e) The Fund’s Registration Statement Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures. (f) The Adviser shall provide the Fund’s chief compliance officer (the “Fund CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Fund CCO, at its own expense, with information the Fund CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Securities Act Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of 1933any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, as amendedthe Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code. (g) The Adviser shall maintain, on Form N-1Aor cause to be maintained, as filed with the SEC records relating to the Fund its duties hereunder (including portfolio transactions and its shares placing and all amendments thereto (“Registration Statement”); (5allocation of brokerage orders) The Notification of Registration of as are required to be maintained by the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchangeAct. The Adviser shall furnish prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the Sub-adviser with any further documents, materials or information that services provided by the Sub-adviser may reasonably request to enable it to perform its duties Adviser pursuant to this AgreementAgreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or its representatives. (h) The Adviser shall cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (i) The Adviser shall provide the Fund’s custodian and fund accountant, on each business day with such information relating to all transactions concerning the Fund’s assets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund. (j) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser. (k) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (l) The Adviser agrees that it will notify the Fund CCO as soon as reasonably possible of any information security event that involves the loss of, theft of, unauthorized access to or unauthorized disclosure or use of any Fund-related information technology, resources or data, and that could reasonably be expected to have the potential to have a material adverse impact on the Fund or its shareholders (an “Event”), and (b) keep the Fund CCO reasonably apprised of the Adviser’s response to the Event, including the Adviser’s assessment of the impact of the Event on the Fund and the Adviser’s remediation efforts. Should it be determined that the Event has adversely impacted or breached the confidentiality, integrity or availability of confidential Fund or shareholder information, the Fund CCO will promptly notify the Board, and, working in conjunction with the Adviser, will ensure that all appropriate notifications under state and federal laws are made and take such other actions as may be necessary or appropriate to mitigate legal and business risks relating to the Event. (m) The Adviser agrees that it will notify the Fund CCO as soon as reasonably possible if it becomes aware of (a) any cybersecurity, related incident or event (other than an Event) that could reasonably be expected to have a material adverse impact on the ability of the Adviser to provide required services to the Fund or its shareholders, or the quality of such services; (b) any such incident or event that results in a violation of any law, rule or regulation applicable to the Fund or applicable to the Adviser in providing services to the Fund (or adversely affects the Adviser’s ability to comply with any such law, rule or regulation); or (c) any material weaknesses in its cybersecurity procedures.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Subadviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationMinnesota, as in effect on the date hereof and as amended from time to time (“"Articles”"); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s 's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-IA, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing fifteen (15) business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, delegated to TRP Singapore and shall oversee and review the Sub-adviserTRP Singapore’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser has furnished TRP Singapore with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any TRP Singapore at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser TRP Singapore and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRP Singapore with any further documents, materials or information that the Sub-adviser TRP Singapore may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Adviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as filed with the Secretary of State, as in effect on the date hereof and as amended from time to time and as filed with time; (2) The By-Laws of the Maryland State Department of Assessments and Taxation, Company as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By"BY-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”LAWS"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“Registration Statement”"REGISTRATION STATEMENT"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Funds Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Adviser with any further documents, materials or information that the Sub-adviser Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

Duties of the Adviser. A. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund: (a) The Adviser shall continue assume all investment duties and have full discretionary power and authority with respect to have responsibility for all services the investment of the assets of the Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) determine the securities and other investments to be provided to each Fund pursuant purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Prospectus, invest all or a portion of the Fund’s assets in unregistered investment funds (“Investment Funds”); (v) to the applicable Advisory Agreement extent applicable, vote all proxies for securities and exercise all other than those assumed voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the SubBoard; (vi) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (viii) take such further action, including, to the extent applicable, the placing of purchase and sale orders, selecting broker-adviserdealers to execute, clear or settle such orders on behalf of the Fund, negotiating commission rates to be paid to broker-dealers, opening, maintaining and closing trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, standard dealer or institutional customer agreements with broker-dealers, each as the Adviser shall oversee and review the Sub-adviser’s performance of deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. B. Upon request from . Subject to the Sub-advisersupervision of the Board, the Adviser will furnish shall have full discretion and authority to enter into agreements with the Sub-adviser with copies of each Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:Investment Funds. (1b) The Articles of Incorporation In effecting transactions on behalf of the CorporationFund, to the extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In selecting broker-dealers to execute transactions (where applicable), the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to a broker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of its affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Fund’s portfolio and as filed the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such available statistical and analytical information with respect to investments of the Maryland State Department of Assessments and TaxationFund, including but not limited to the underlying Investment Funds, as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, the Fund’s objective, investment policies, and investment restrictions as set forth in effect on the date hereof Prospectus, the Adviser Guidelines, and the Procedures, each as amended promptly provided to the Adviser by the Fund; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser may from time to time (“Articles”);employ, consult or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Fund’s behalf in any such respect. (2e) The By-Laws Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Corporation Trust as soon as reasonably practicable, and where possible, in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions advance of the Corporation’s Board authorizing the appointment any change of control of the Adviser and any changes in the Sub-adviser and approving key personnel who are either the form portfolio manager(s) of the Advisory Agreement and this Agreement;Fund or senior management of the Adviser. (4f) The Fund’s Registration Statement Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures. (g) The Adviser shall provide the Trust’s chief compliance officer (the “Fund CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Fund CCO, at its own expense, with information the Fund CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Securities Act Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of 1933any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, as amendedthe Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain, on Form N-1Aor cause to be maintained, as filed with the SEC records relating to the Fund its duties hereunder (including portfolio transactions and its shares placing and all amendments thereto (“Registration Statement”); (5allocation of brokerage orders) The Notification of Registration of as are required to be maintained by the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchangeAct. The Adviser shall furnish prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the Sub-adviser with any further documents, materials or information that services provided by the Sub-adviser may reasonably request to enable it to perform its duties Adviser pursuant to this AgreementAgreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or its representatives. (i) The Adviser shall cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (j) The Adviser shall provide the Fund’s custodian and fund accountant, on each business day with such information relating to all transactions concerning the Fund’s assets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund. (k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with the latest copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Advisory Agreement other than those assumed by Adviser’s agreements with the Sub-adviser, Company and the Manager and shall oversee and review the SubTRPIL-adviserTokyo’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the SubTRPIL-adviser Tokyo upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationFunds, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxationrelevant state agency, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Funds as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board Boards of the Funds authorizing the appointment of the Adviser and the SubTRPIL-adviser Tokyo and approving the form of the Advisory Agreement Adviser’s agreements with Company and Manager and this Agreement; (4) The Fund’s Funds’ Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund Securities and its shares Exchange Commission (“SEC”) and all amendments thereto (“Registration Statement”)thereto; (5) The Notification Notifications of Registration of the Fund Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus Funds’ Prospectuses (as defined above); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the SubTRPIL-adviser Tokyo with any further documents, materials or information that the SubTRPIL-adviser Tokyo may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to TRPIL-Tokyo at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Funds or the public, which refer to TRPIL-Tokyo or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if TRPIL-Tokyo reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to TRPIL-Tokyo or its clients in any way are consistent with those materials previously approved by TRPIL-Tokyo as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Advisory Agreement Agreements other than those assumed by the Sub-adviser, delegated to TRP Singapore and shall oversee and review the Sub-adviserTRP Singapore’s performance of its duties under this Agreement. B. Upon request from To the Sub-adviserextent provided by the Companies, the Adviser will furnish the Sub-adviser TRP Singapore upon request with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any TRP Singapore at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become availableavailable from the Companies : (1) The Articles of Incorporation of the Corporationeach Company, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxationrelevant state agency, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation each Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser TRP Singapore and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Companies’ Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund Securities and its shares Exchange Commission (“SEC”) and all amendments thereto (“Registration StatementStatements”); (5) The Notification of Registration of the Fund each Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus Funds’ Prospectuses (as defined above); and (7) A certified copy Certified copies of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRP Singapore with any further documents, materials or information that the Sub-adviser TRP Singapore may reasonably request to enable it to perform its duties pursuant to this AgreementAgreement to the extent such documents are provided by the Companies.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Fund Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserTRPJ’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the C. The Adviser will furnish the Sub-adviser TRPJ upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser TRPJ and approving the form of the Fund Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”)thereto; (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRPJ with any further documents, materials or information that the Sub-adviser TRPJ may reasonably request to enable it to perform its duties pursuant to this Agreement. D. During the term of this Agreement, the Adviser shall furnish to TRPJ at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to TRPJ or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if TRPJ reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to TRPJ or its clients in any way are consistent with those materials previously approved by TRPJ as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than those assumed and shall have responsibility for all services provided to the Fund by the Sub-adviser, and Subadviser to the same extent as if such services were provided directly by the Adviser to the Fund. The Adviser shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Portfolio pursuant to the applicable Advisory Agreement other than except those assumed services to be performed by the Subsub-adviser, adviser hereunder and shall oversee and review the Sub-adviser’s Adviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationMinnesota, as in effect on the date hereof and as amended from time to time (“Articles”"Articles of Incorporation"); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser Adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s 's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund Portfolio by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Portfolio to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Adviser with any further documents, materials or information that the Sub-adviser Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Portfolio or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Fund Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserTRPJ’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser TRPJ upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser TRPJ and approving the form of the Fund Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”)thereto; (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRPJ with any further documents, materials or information that the Sub-adviser TRPJ may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to TRPJ all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to TRPJ or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if TRPJ reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to TRPJ or its clients in any way are consistent with those materials previously approved by TRPJ as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Advisory Subadvisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviser’s Subadviser’ s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documentsdocuments , if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”Laws “); (3) Certified resolutions of the CorporationTrust’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Funds’ Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-1 A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments theretothereto ; (6) The Fund’s Funds’ Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its shareholders or to any governmental body or securities exchangeexchange . The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The As between the Adviser (TRPA) and the Sub-adviser (TRPIM), the Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. Nothing hereunder changes the rights, obligations or liabilities of the parties (i.e., TRPA and VALIC) to the Advisory Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-IA, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. a. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Portfolio pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviserSubadvisory Agreement, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. b. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) i. The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationCharter Documents, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) ii. Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) iii. The FundPortfolio’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) iv. The Notification of Registration of the Fund Portfolio under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) v. The FundPortfolio’s Prospectus (as defined above); and (7) vi. A certified copy of any financial statement or report prepared for the Fund Portfolio by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Portfolio to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s 's performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Amended & Restated Agreement and Declaration of Incorporation Trust of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department Secretary of Assessments and Taxationthe Commonwealth of Massachusetts, as in effect on the date hereof and as amended from time to time (“Articles”"Declaration of Trust"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Company's Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s 's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviserSubadvisory Agreement, and shall shall, subject to the oversight of the Company, oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Declaration of Incorporation Trust of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than except those assumed services to be performed by the Subsub-adviser, adviser hereunder and shall oversee and review the Sub-adviser’s Adviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation Master Trust Agreement of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationDelaware, as in effect on the date hereof and as amended from time to time (“Articles”"Declaration of Trust"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Adviser with any further documents, materials or information that the Sub-adviser Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Fund Advisory Agreement other than those assumed by and to the Sub-adviserTrust pursuant to the Trust Advisory Agreement, and shall oversee and review the Sub-adviser’s ▇▇▇▇▇ ▇▇▇▇▇`s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser ▇▇▇▇▇ ▇▇▇▇▇ upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationFunds, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“"Articles”"); (2) The By-Laws of the Corporation Funds as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Funds authorizing the appointment of the Adviser and the Sub-adviser ▇▇▇▇▇ ▇▇▇▇▇ and approving the form of the Fund Advisory Agreement and this Agreement; (4) The Fund’s Funds` Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund Securities and its shares Exchange Commission ("SEC") and all amendments thereto (“Registration Statement”)thereto; (5) The Notification Notifications of Registration of the Fund Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus Funds` Prospectuses (as defined above); (7) The Trust`s Declaration of Trust and Investment Guidelines as each may be amended from time to time; and (7) A certified copy 8) Certified copies of any financial statement or report prepared for the Fund Funds or Trust by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Trust to its unitholders or by the Funds to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser ▇▇▇▇▇ ▇▇▇▇▇ with any further documents, materials or information that the Sub-adviser ▇▇▇▇▇ ▇▇▇▇▇ may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to ▇▇▇▇▇ ▇▇▇▇▇ at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Funds or the public, which refer to ▇▇▇▇▇ ▇▇▇▇▇ or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if ▇▇▇▇▇ ▇▇▇▇▇ reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to ▇▇▇▇▇ ▇▇▇▇▇ or its clients in any way are consistent with those materials previously approved by ▇▇▇▇▇ ▇▇▇▇▇ as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws ByLaws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Advisory Agreement other than those delegated to and assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationTrust’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Funds’ Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the each Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Each Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its their shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviser’s Subadviser' s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with time; (2) The ByLaws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”"ByLaws "); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-1 A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with the latest copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund U.S. Securities and its shares Exchange Commission (“SEC”) and all amendments thereto (“Registration Statement”); (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. As between the Adviser (TRPA) and Sub-Adviser (TRPIM), The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. Nothing hereunder changes the rights, obligations or liabilities of the parties (i.e., TRPA and SunAmerica) to the Advisory Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A N- 8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviserSubadviser, and shall oversee and review the Sub-adviser’s Subadviser`s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, documents as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“"Articles”"); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Fund`s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Fund`s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Fund`s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Fund Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserTRPJ’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser TRPJ upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser TRPJ and approving the form of the Fund Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”)thereto; (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and; (7) A certified copy Certified copies of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRPJ with any further documents, materials or information that the Sub-adviser TRPJ may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to TRPJ all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to TRPJ in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if TRPJ reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to TRPJ in any way are consistent with those materials previously approved by TRPJ as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. (a) The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Funds as defined in the Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserAdviser’s performance of its duties under this Agreement. B. Upon request from ; provided, however, that in connection with its management of the assets of the Funds, nothing herein shall be construed to relieve the Sub-adviserAdviser of responsibility for compliance with the Registration Statement of the Funds, the written instructions and directions of the Board, the requirements of the 1940 Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal laws and regulations, as each is amended from time to time. (b) The Adviser will furnish has furnished the Sub-adviser Adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation Trust (such Agreement and Declaration of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationTrust, as in effect on the date hereof of this Agreement and as amended from time to time (time, herein called the “ArticlesDeclaration of Trust”); (2) The Amended and Restated By-Laws of the Corporation Trust (such By-Laws, as in effect on the date hereof of this Agreement and as amended from time to time (time, are herein called the “By-Laws”); (3) Certified resolutions Registration Statement of the Corporation’s Board authorizing the appointment Funds, as amended from time to time; 4) Resolutions of the Adviser and Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; 5) Resolutions and approving policies and procedures adopted by the form Board with respect to the assets of the Advisory Agreement Funds to the extent such resolutions, policies and this Agreementprocedures may affect the duties of the Sub-Adviser hereunder; (46) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration A list of the Fund under Trust’s principal underwriter and each affiliated person of the 1940 Act on Form N-8A as filed with Adviser, the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above)Trust or the principal underwriter; and (7) A certified copy The terms and conditions of any financial statement or report prepared for exemptive and no-action relief granted to the Fund by certified or independent public accountantsTrust, and copies of any financial statements or reports made by the Fund as amended from time to its shareholders or to any governmental body or securities exchangetime. The Adviser shall promptly furnish the Sub-adviser Adviser from time to time with any further documentscopies of all amendments of or supplements to the foregoing. Until so provided, materials or information that the Sub-adviser Adviser may reasonably request continue to enable it rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to perform use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its duties pursuant affiliates without prior written consent of Sub-Adviser, such consent not to this Agreementbe unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s Registration Statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (i) as required by applicable law, rule or regulation, in the Registration Statement of the Funds or in Fund shareholder reports or proxy statements; or (ii) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Subadviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationMaryland, as in effect on the date hereof and as amended from time to time (“"Articles”"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with time; (2) The ByLaws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-LawsByLaws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with the latest copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement Statements under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification Notifications of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than including those assumed by delegated to the Sub-adviserSubadviser and/or any appointee or delegate thereof, and shall oversee and review the Sub-adviserSubadviser’s and any appointee’s or delegate’s performance of its respective duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Trust authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The FundTrust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund: (a) The Adviser shall continue assume all investment duties and have full discretionary power and authority with respect to have responsibility for all services the investment of the assets of the Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), the Organic Documents, the Prospectus, the Procedures (the Board Policies, the Organic Documents, the Prospectus, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) determine the securities and other investments to be provided to each Fund pursuant purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Prospectus, invest all or a portion of the Allocated Assets in unregistered and registered investment funds (“Investment Funds”); (v) to the applicable Advisory Agreement extent applicable, vote all proxies for securities and exercise all other than those assumed voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the SubBoard; (vi) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (viii) take such further action, including, to the extent applicable, the placing of purchase and sale orders, selecting broker-adviserdealers to execute such orders on behalf of the Fund, negotiating commission rates to be paid to broker-dealers, opening and maintaining trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, standard institutional customer agreements with broker-dealers, each as the Adviser shall oversee and review the Sub-adviser’s performance of deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. B. Upon request from (b) In effecting transactions on behalf of the SubFund, the Adviser’s primary consideration shall be to seek best execution, where applicable. In selecting broker-adviserdealers to execute transactions (where applicable), the Adviser will furnish may take the Sub-adviser with copies of each following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the following documents with respect to each Corporation broker-dealer; the size of and Fund the difficulty in executing the order; and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation the value of the Corporationexpected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to a broker-dealer who provide research services. Subject to compliance with Section 28(e) and where applicable, the Adviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable and consistent with its fiduciary obligations to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Fund’s portfolio and as filed the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such statistical and analytical information with respect to investments of the Maryland State Department of Assessments and TaxationFund, including but not limited to the underlying Investment Funds, as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organic Documents, the Fund’s objective, investment policies, and investment restrictions as set forth in effect on the date hereof Prospectus, the Adviser Guidelines, and the Procedures, each as amended promptly provided to the Adviser by the Fund; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser shall from time to time (“Articles”);employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Fund’s behalf in any such respect. (2e) The By-Laws Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Corporation Fund as soon as reasonably practicable, and where possible, in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions advance of the Corporation’s Board authorizing the appointment any change of control of the Adviser and any changes in the Sub-adviser and approving key personnel who are either the form portfolio manager(s) of the Advisory Agreement and this Agreement;Fund or senior management of the Adviser. (4f) The Fund’s Registration Statement Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonable designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. (g) The Adviser shall provide the Fund’s chief compliance officer (the “Fund CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the Fund CCO, at its own expense, with information he/she reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Securities Act Adviser’s compliance program as set forth in the Compliance Manual; (ii) special reports in the event of 1933any Material Compliance Matter (as defined in Rule 38a-1 under the 1▇▇▇ ▇▇▇); and (iii) a completed quarterly information questionnaire regarding the Adviser’s compliance program as set forth in the Compliance Manual. Upon the written request of the Fund, as amended, on Form N-1A, as filed with the SEC Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain records relating to the Fund its portfolio transactions and its shares placing and all amendments thereto (“Registration Statement”); (5) The Notification allocation of Registration of brokerage orders as are required to be maintained by the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchangeAct. The Adviser shall furnish prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the Sub-adviser with any further documents, materials or information that services provided by the Sub-adviser may reasonably request to enable it to perform its duties Adviser pursuant to this AgreementAgreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or its representatives. (i) The Adviser shall cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (j) The Adviser shall provide the Fund and the Fund’s custodian and fund accountant, where applicable, on each business day with such information relating to all transactions concerning the Fund’s assets as the Fund or the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Portfolio Securities Valuation Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund. (k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s Subadviser's performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationMaryland, as in effect on the date hereof and as amended from time to time (“Articles”"ARTICLES"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By"BY-Laws”LAWS"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“Registration Statement”"REGISTRATION STATEMENT"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in m effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN- l A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationTrust’s Articles, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, time; (2) The By-Laws as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”)time; (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than including those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Trust authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Trust's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than those assumed by delegated to the Sub-adviser, adviser and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish has furnished the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-adviser all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Agreement and Declaration of Incorporation Trust of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationDelaware, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. (a) The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Funds as defined in the Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserAdviser’s performance of its duties under this Agreement. B. Upon request from ; provided, however, that in connection with its management of the assets of the Funds, nothing herein shall be construed to relieve the Sub-adviserAdviser of responsibility for compliance with the Registration Statement of the Funds, the written instructions and directions of the Board, the requirements of the 1940 Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal laws and regulations, as each is amended from time to time. (b) The Adviser will furnish has furnished the Sub-adviser Adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation Trust (such Agreement and Declaration of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationTrust, as in effect on the date hereof of this Agreement and as amended from time to time (time, herein called the “ArticlesDeclaration of Trust”); (2) The Amended and Restated By-Laws of the Corporation Trust (such By-Laws, as in effect on the date hereof of this Agreement and as amended from time to time (time, are herein called the “By-Laws”); (3) Certified resolutions Registration Statement of the Corporation’s Board authorizing the appointment Funds, as amended from time to time; 4) Resolutions of the Adviser and Board approving the engagement of the Sub-Adviser as a sub-adviser to the Funds; 5) Resolutions and approving policies and procedures adopted by the form Board with respect to the assets of the Advisory Agreement Funds to the extent such resolutions, policies and this Agreementprocedures may affect the duties of the Sub-Adviser hereunder; (46) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration A list of the Fund under Trust’s principal underwriter and each affiliated person of the 1940 Act on Form N-8A as filed with Adviser, the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above)Trust or the principal underwriter; and (7) A certified copy The terms and conditions of any financial statement or report prepared for exemptive and no-action relief granted to the Fund by certified or independent public accountantsTrust, and copies of any financial statements or reports made by the Fund as amended from time to its shareholders or to any governmental body or securities exchangetime. The Adviser shall promptly furnish the Sub-adviser Adviser from time to time with any further documentscopies of all amendments of or supplements to the foregoing. Until so provided, materials or information that the Sub-adviser Adviser may reasonably request continue to enable it rely on those documents previously provided. The Adviser shall not, and shall not permit any of the Funds to perform use the Sub-Adviser’s name or make representations regarding Sub-Adviser or its duties pursuant affiliates without prior written consent of Sub-Adviser, such consent not to this Agreementbe unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or a Fund is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser in writing specifically for use in the Fund’s Registration Statement, as amended or supplemented from time to time, or in Fund shareholder reports or proxy statements and the information is used (i) as required by applicable law, rule or regulation, in the Registration Statement of the Funds or in Fund shareholder reports or proxy statements; or (ii) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserAdviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department Secretary of Assessments and TaxationState, as in effect on the date hereof and as amended from time to time (“Articles”)time; (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Adviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Adviser with any further documents, materials or information that the Sub-adviser Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Sub-Adviser or its clients in any way, prior to the use thereof, and the Adviser shall not use any such materials if the Sub-Adviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become availableare provided by the Company: (1) The Articles Agreement and Declaration of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“ArticlesDeclaration of Trust”); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“By-Laws,” and together with the Declaration of Trust, the “Trust Documents”); (3) Certified resolutions of the Corporation’s Board of the Fund authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, Subadviser and shall oversee and review the Sub-adviser’s Subadviser`s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“"Articles”"); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Company`s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Fund`s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing fifteen business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund the Funds pursuant to the applicable Restated Advisory Agreement Agreements other than those assumed by the Sub-adviser, delegated to TRP Singapore and Price International and shall oversee and review the Sub-adviserTRP Singapore’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser TRP Singapore upon request with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCorporations, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Corporations as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board Boards of the Corporations authorizing the appointment of the Adviser and the Sub-adviser TRP Singapore and approving the form of the Advisory Agreement any advisory agreement and this Agreement; (4) The Each Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund Securities and its shares Exchange Commission (“SEC”) and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus Prospectuses (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Fund Funds to its their shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRP Singapore with any further documents, materials or information that the Sub-adviser TRP Singapore may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. Subject to the delegation of any of the following duties to one or more persons as permitted by Section 11 of this Agreement, the Adviser, at its own expense, shall render the following services to the Fund: (a) The Adviser shall continue assume all investment duties and have full discretionary power and authority with respect to have responsibility for all services the investment of the assets of the Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of the Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets, and securities and other investments as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest Fund assets in a manner reasonably consistent with the directions and policies set from time to time by the Board and any amendments thereto (“Board Policies”), the Organizational Documents, the Offering Documents, the Procedures (the Board Policies, the Organizational Documents, the Offering Documents, and the Procedures, collectively, the “Governing Documents”), and any other written guidelines or restrictions agreed to in writing by the Fund and the Adviser that are not inconsistent with the Governing Documents (the “Adviser Guidelines”), each as promptly provided to the Adviser by the Fund; (iii) determine the securities and other investments to be provided to each Fund pursuant purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) consistent with the disclosure in the Offering Documents, invest all or a portion of the Fund’s assets in unregistered investment funds (“Investment Funds”); (v) to the applicable Advisory Agreement extent applicable, vote all proxies for securities and exercise all other than those assumed voting rights with respect to such securities in accordance with such proxy voting policies and procedures approved by the SubBoard; (vi) promptly issue settlement instructions to custodians designated by the Fund, where applicable; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements, where applicable; and (viii) take such further action, including, to the extent applicable, the placing of purchase and sale orders, selecting broker-adviserdealers to execute, clear or settle such orders on behalf of the Fund, opening, maintaining and closing trading accounts in the name of the Fund, and executing for the Fund, as its agent and attorney-in-fact, standard dealer or institutional customer agreements with broker-dealers, each as the Adviser shall oversee and review the Sub-adviser’s performance of deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement. B. Upon request from . Subject to the Sub-advisersupervision of the Board, the Adviser will furnish shall have full discretion and authority to enter into agreements with the Sub-adviser with copies of each Investment Funds to irrevocably forego the Fund’s right to vote its interests or shares of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:Investment Funds. (1b) The Articles of Incorporation In effecting transactions on behalf of the CorporationFund, to the extent that the Adviser uses a broker-dealer to effect a transaction, the Adviser’s primary consideration shall be to seek best execution, where applicable. In selecting broker-dealers to execute transactions (where applicable), the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the full range of brokerage services offered by the broker-dealer. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and applicable regulations and interpretations, the Adviser may allocate brokerage on behalf of the Fund to a broker-dealer who provide research services to the Fund and/or other accounts over which the Adviser or any of its affiliated persons exercise investment discretion. Subject to compliance with Section 28(e) and where applicable, the Adviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser’s overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund, where applicable, with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever aggregating sales and purchase orders of the Fund with similar orders for other accounts advised by the Adviser or its affiliates, the orders shall be allocated as to price and amount among all such accounts in a manner believed to be equitable to the Fund and such other accounts. (c) The Adviser shall report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and shall also keep the Board informed of important developments affecting the Fund and the Adviser, and on its own initiative, or as requested by the Board, shall furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual investments comprising the Fund’s portfolio, including but not limited to the investments in Investment Funds, the performance of the Fund’s portfolio and as filed the underlying Investment Funds, the investment strategies and holdings of the Investment Funds, or otherwise . The Adviser shall also furnish the Board with such available statistical and analytical information with respect to investments of the Maryland State Department of Assessments and TaxationFund, including but not limited to the underlying Investment Funds, as the Adviser may believe appropriate or as the Board reasonably may request. In providing investment advisory services pursuant to this Agreement, the Adviser shall comply with: (i) the Board Policies, the Organizational Documents, the Fund’s objective, investment policies, and investment restrictions as set forth in effect on the date hereof Offering Documents, the Adviser Guidelines, and the Procedures, each as amended promptly provided to the Adviser by the Fund; (ii) the 1940 Act; (iii) the Advisers Act; (iv) the Securities Act; (v) the 1934 Act; (vi) the Internal Revenue Code of 1986, as amended; and (vii) other applicable laws. (d) The Adviser may from time to time (“Articles”);employ, consult or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Fund’s behalf in any such respect. (2e) The By-Laws Adviser shall report to the Board all matters related to the Adviser that are material to the Adviser’s performance of this Agreement. The Adviser shall notify the Corporation Fund as soon as reasonably practicable, and where possible, in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions advance of the Corporation’s Board authorizing the appointment any change of control of the Adviser and any changes in the Sub-adviser and approving key personnel who are either the form portfolio manager(s) of the Advisory Agreement and this Agreement;Fund or senior management of the Adviser. (4f) The Fund’s Registration Statement Adviser shall maintain the Compliance Manual that includes policies and procedures relating to the services it provides to the Fund that are reasonably designed to prevent violations of the federal securities laws as defined in Rule 38a-1 under the 1940 Act (“Federal Securities Laws”) as they relate to the Fund, and shall appoint persons to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge the administration of such policies and procedures. (g) The Adviser shall provide the Fund’s chief compliance officer (the “CCO”), upon reasonable request, with direct access to the Adviser’s chief compliance officer and, upon reasonable request, shall provide the CCO, at its own expense, with information the CCO reasonably believes is required to administer the Fund’s compliance program implemented pursuant to Rule 38a-1 under the 1940 Act including, without limitation: (i) periodic reports/certifications regarding the Adviser’s compliance with the Federal Securities Laws and the Securities Act Adviser’s compliance program as set forth in the Compliance Manual; and (ii) special reports in the event of 1933any Material Compliance Matter (as defined in Rule 38a-1 under the 1940 Act). Upon the written request of the Fund, as amendedthe Adviser shall also permit the Fund or its representatives to examine the reports required to be made to the Adviser under the Code. (h) The Adviser shall maintain, on Form N-1Aor cause to be maintained, as filed with the SEC records relating to the Fund its duties hereunder (including portfolio transactions and its shares placing and all amendments thereto (“Registration Statement”); (5allocation of brokerage orders) The Notification of Registration of as are required to be maintained by the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchangeAct. The Adviser shall furnish prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the Sub-adviser with any further documents, materials or information that services provided by the Sub-adviser may reasonably request to enable it to perform its duties Adviser pursuant to this AgreementAgreement required to be prepared and maintained by the Adviser or the Fund pursuant to applicable law. To the extent required by applicable law, the books and records pertaining to the Fund which are in possession of the Adviser shall be the property of the Fund (the “Fund Records”). The Fund, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided promptly by the Adviser to the Fund or its representatives. (i) The Adviser shall cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants’ duties. (j) The Adviser shall provide the Fund’s custodian and fund accountant with such information relating to all transactions concerning the Fund’s assets and liabilities as the Fund’s custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Fund’s Valuation and NAV Error Correction Procedures, provided, however, the Adviser shall not be deemed to be the pricing agent for the Fund. (k) Except as permitted by the Procedures, the Adviser shall not disclose and shall treat confidentially all information specifically relating to the Fund’s investments including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other investments held by the Fund, and any and all trades effected for the Fund (including past, pending and proposed trades). The foregoing shall not in any way restrict the Adviser’s ability to disclose information relating to Fund assets to the extent that such assets are held in other accounts managed or advised by the Adviser. (l) The Adviser shall, consistent with the Procedures: (i) cooperate with and provide reasonable assistance to the Fund’s administrator, custodian, fund accountant transfer agent and pricing agents and all other agents and representatives of the Fund; (ii) provide such persons with Fund data as they may reasonably deem necessary to the performance of their obligations to the Fund; and (iii) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than including those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. As between the Adviser (TRPA) and Sub-Adviser (TRPIM), The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. Nothing hereunder changes the rights, obligations or liabilities of the parties (i.e., TRPA and SunAmerica) to the Advisory Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, documents as soon as practicable after such request and such documents become availableavail­able: (1) The Articles of Incorporation of the CorporationFund, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the CorporationFund’s Board authorizing the appointment appoint­ment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement Agree­ment and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Securi­ties Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information infor­mation that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than including those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationTrust, as amended from time to time and as filed with (“ Articles ”); (2) The By-Laws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The “ By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Trust authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The FundTrust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission (“ SEC ”) relating to the Fund and its shares and all amendments thereto (““ Registration StatementStatement ”); (5) The Notification of Registration of the Fund Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Subadvisory Agreement other than including those assumed by delegated to the Sub-adviserSubadviser and /or any appointee or delegate thereof, and shall oversee and review the Sub-adviserSubadviser’s and any appointee’s or delegate’s performance of its respective duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationTrust, as amended from time to time and as filed with (“ Articles ”); (2) The By-Laws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The “ By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Trust authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The FundTrust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (““ Registration StatementStatement ”); (5) The Notification of Registration of the Fund Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined abovepreviously defined); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and TaxationMaryland, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-lA, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Adviser shall furnish to the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser or its clients in any way, at a reasonable time prior to the use thereof, and the Adviser shall not use any such materials if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. The Adviser shall ensure that materials prepared by employees or agents of the Adviser or its affiliates that refer to the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in the preceding sentence.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by the Sub-adviser, delegated to TRP Singapore and shall oversee and review the Sub-adviserTRP Singapore’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the The Adviser will furnish the Sub-adviser has furnished TRP Singapore with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any TRP Singapore at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser TRP Singapore and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser TRP Singapore with any further documents, materials or information that the Sub-adviser TRP Singapore may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with time; (2) The ByLaws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-LawsByLaws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1AN-1 A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement other than those assumed by delegated to the Sub-adviser, Subadviser and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from The Adviser has furnished the Sub-adviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect and will furnish to each Corporation and Fund and any the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the CorporationCompany, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board of the Company authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The FundCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each the Fund pursuant to the applicable Advisory Agreement Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with time; (2) The ByLaws of the Maryland State Department of Assessments and Taxation, Trust as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-LawsByLaws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Subadvisory Agreement and this Agreement; (4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the applicable Advisory Agreement Fund’s Subadvisory Agreement, other than those assumed by delegated to the Sub-adviserSubadviser, and shall oversee and review the Sub-adviserSubadviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviserSubadviser, the Adviser will furnish the Sub-adviser Subadviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available: (1) The Articles Trust’s Agreement and Declaration of Incorporation of the CorporationTrust, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”); (2) The By-Laws ByLaws of the Corporation Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser Subadviser and approving the form of the Advisory Agreement Subadvisory Agreements and this Agreement; (4) The Each Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the each Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Each Fund’s Prospectus (as defined above); and (7) A certified copy of any financial statement or report prepared for the each Fund by certified or independent public accountants, and copies of any financial statements or reports made by the each Fund to its shareholders or to any governmental body or securities exchange. The Adviser shall furnish the Sub-adviser Subadviser with any further documents, materials or information that the Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of the Adviser. A. a) The Adviser shall continue to have responsibility Adviser, at its expense, will furnish continuously an investment program for all services to be provided to each Fund pursuant the Fund, will determine, subject to the applicable Advisory Agreement other than those assumed overall supervision and review of the Board of Directors of the Fund (the “Directors”), what investments shall be purchased, held, sold or exchanged by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents with respect to each Corporation and Fund and any future amendments and supplements to such documentswhat portion, if any, as soon as practicable after such request and such documents become available: (1) The Articles of Incorporation of the Corporationassets of the Fund will be held uninvested, and shall, on behalf of the Fund, make changes in the investments of the Fund. Subject always to the supervision of the Directors and to the provisions of the Fund’s Limited Liability Company Agreement, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as same may be amended from time to time (the “ArticlesLLC Agreement”) and of the 1940 Act, the Adviser will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto. b) In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters: i) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; ii) to do any and all acts and exercise all rights with respect to the Fund’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Fund’s Confidential Offering Memorandum (the “Memorandum”)); (2iii) The By-Laws to enter into agreements with the Portfolio Funds irrevocably to forego the Fund’s right to vote its interests or shares of the Corporation Portfolio Funds; iv) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the Investment Managers (as defined in effect the Memorandum), and to terminate such agreements; v) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the date hereof Fund on such terms as the Adviser considers appropriate, and as amended from to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to time (“By-Laws”Paragraph 2(d); vi) to borrow from banks or other financial institutions and to pledge the Fund’s assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund’s investors (3the “Investors”) Certified resolutions with respect to repurchases of interests in the Fund (the “Interests”) and the payment of the CorporationFund’s Board authorizing expenses; vii) to call and conduct meetings of Investors at the appointment Fund’s principal office or elsewhere as it may determine and to assist the Directors of the Fund in calling and conducting meetings of the Directors; viii) to engage and terminate such attorneys, accountants and other professional advisors and consultants as the Adviser may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Directors; ix) to engage and terminate the services of persons (other than sub-advisers, the engagement of which shall be subject to Paragraph 2(d)) to assist the Adviser in providing, or to provide under the Adviser’s control and supervision, advice and management to the Fund at the expense of the Adviser; x) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; xi) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Adviser, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any Investor or other person; xii) to obtain, on a quarterly basis, the net asset value of each Portfolio Fund and a copy of each Portfolio Fund’s most recent financial report, and to report thereon to the Directors; xiii) to (A) prepare Investor communications, including performance reports and investment commentary, and (B) provide data for financial and other reporting purposes; and xiv) to support Fund Investor services and review the activities of third-party service providers. c) It is anticipated that the Fund will be structured as a “master-feeder” structure, whereby the Fund will invest substantially all of its assets in the SCS Hedged Opportunities Fund, LDC, a Cayman Islands limited duration company (the “Cayman LDC”), which in turn will invest substantially all of its assets in the SCS Hedged Opportunities Master Fund, LLC, a Delaware limited liability company (the “Master Fund”). Accordingly, the Adviser will carry out its duties with respect to the Fund’s investment program by (i) causing the Fund to invest substantially all of its assets in the Master Fund (through the Cayman LDC) and (ii) furnishing an investment program, as set forth in Section 2(a) above, primarily with respect to the Master Fund. d) In carrying out its responsibilities hereunder, the Adviser may employ, retain or otherwise avail itself of the services of other persons or entities including, without limitation, affiliates of the Adviser, on such terms as the Adviser shall determine to be necessary, desirable or appropriate. Without limiting the generality of the foregoing, and subject to the requirements of Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers to manage all or a portion of the investment portfolio of the Fund, at the Adviser’s own cost and expense. Retention of one or more sub-advisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the SubAdviser shall be responsible for all acts and omissions of such sub-adviser and approving advisers, or other persons or entities, in connection with the form performance of the Advisory Agreement and this Agreement;Adviser’s duties hereunder. (4e) The Adviser, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund’s Registration Statement under the 1940 Act , and the Securities Act Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser’s good faith determination that such commission is reasonable in terms either of 1933, as amended, on Form N-1A, as filed with the SEC relating particular transaction or of the overall responsibility of the Adviser to the Fund and its shares other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Adviser simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all amendments thereto such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. f) The Adviser, and any affiliates thereof, shall be free to render similar services to other investment companies and other clients and to engage in other activities, so long as the services rendered hereunder are not impaired. g) The Adviser shall provide, without cost to the Fund, all necessary office space and the services of executive personnel for administering the affairs of the Fund, excepting those services to be provided by the Fund’s administrator pursuant to an administration agreement with such entity. h) The Fund shall bear the expenses of its operations, other than expenses specifically assumed by the Adviser and other service providers pursuant to their agreements with the Fund. Expenses to be borne by the Fund will include, but are not limited to, the following: i) all costs and expenses of the Fund’s initial offering and organization; ii) all costs and expenses of the Cayman LDC’s initial offering and organization and ongoing operation; iii) all investment-related expenses (“Registration Statement”including, but not limited to, fees paid directly or indirectly to Portfolio Funds, investment-related interest expenses, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, including its investments in Portfolio Funds, all costs and expenses associated with retaining independent third parties to provide risk management services to the Fund, transfer taxes and premiums and taxes withheld on foreign dividends); (5iv) The Notification all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, including, but not limited to, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold short but not yet purchased, custodial fees, shareholder servicing fees, margin fees, transfer taxes and premiums and taxes withheld on foreign dividends, and expenses from investments in Portfolio Funds; v) all non-investment related interest expenses; vi) all the fees and disbursements of Registration any attorneys, accountants, auditors and other consultants and professionals engaged on behalf of the Fund Fund; vii) all entity-level taxes; viii) all audit and tax preparation fees and expenses; ix) all costs and expenses associated with the ongoing operation and registration of the Fund, regulatory filings and the costs of compliance with any applicable Federal or state laws; x) the costs and expenses of holding any meetings of any Investors that are regularly scheduled, permitted or required to be held under the terms of the Fund’s LLC Agreement, the 1940 Act on Form N-8A or other applicable law; xi) all fees and travel-related expenses of the Board who are not employees of the Adviser or any affiliate of the Adviser; xii) a portion of the costs, as filed with determined by the SEC Directors of the Fund, of a fidelity bond and any amendments theretoliability or other insurance obtained on behalf of the Fund, the Adviser or the Fund’s respective officers and Directors; (6xiii) The all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to Investors; xiv) all expenses of computing the Fund’s Prospectus (as defined above)net asset value, including any equipment or services obtained for the purpose of valuing the Fund’s investment portfolio, including appraisal and valuation services provided by third parties; xv) all charges for equipment or services used for communications between the Fund and any custodian, or other agent engaged by the Fund; xvi) the fees and expenses of custodians, escrow agents, administrators, investor servicing agents, transfer agents and other persons providing administrative services to the Fund; xvii) all extraordinary expenses; and (7xviii) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made other expenses not specifically assumed by the Fund Adviser and other service providers pursuant to its shareholders or their agreements with the Fund, including such other types as may be approved from time to any governmental body or securities exchangetime by the Fund’s Directors. The Adviser shall furnish be entitled to reimbursement from the Sub-adviser with Fund for any further documents, materials or information that of the Sub-adviser may reasonably request above expenses paid by the Adviser from time to enable it to perform its duties pursuant to this Agreementtime on behalf of the Fund.