Common use of Duties of the Investment Manager Clause in Contracts

Duties of the Investment Manager. (a) The Investment Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the Investment Management Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. (b) The Investment Manager has furnished the Subadviser with copies of each of the following documents and 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 documents become available: (i) The Articles of Incorporation of the Company, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”); (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policy. The Investment Manager shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this Agreement, the Investment Manager shall furnish or cause to be furnished 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 Funds or the public, which refer to the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager 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 Investment Manager. The Investment Manager, at its own expense, shall render the following services to the Trust: (a) The To the extent required by the Trust’s and Investment Manager’s exemptive relief from the SEC, SEC File No. 812-13915 (the “Exemptive Order”), the Investment Manager shall continue to (i) develop the overall investment program for each Fund (although each Fund’s Investment Advisor (as that term is defined in the Exemptive Order), and not the Investment Manager, will have responsibility for all services investment decisions with respect to be provided assets of the applicable Fund), (ii) oversee and report to the Fund pursuant Board on the performance of each Investment Advisor, (iii) make recommendations to the Board concerning the hiring, retention and dismissal of each Investment Management Agreement Advisor, (iv) assist the Board in gathering and shall evaluating data relating to the operations of each Fund and of the Trust and (v) in the absence of the provision by an administrator of the Trust that is an affiliated person of the Investment Manager of any of following services, (x) oversee the provision of necessary services for each Fund and review (y) furnish office facilities, equipment, services and executive and administrative personnel necessary for managing the Subadviser’s performance investment programs of its duties under this Agreementthe Trust. (b) The Investment Manager has furnished shall (i) comply with the Subadviser with copies of each terms and conditions of the following documents Exemptive Order and (ii) monitor and enforce compliance by any Investment Advisor with the terms and conditions of the Exemptive Order, including any terms and conditions that may relate to investment activity of the Investment Advisor with respect to any Fund. In connection with the Investment Manager’s obligation hereunder to monitor and enforce compliance by any Investment Advisor with the terms and conditions of the Exemptive Order, the Investment Manager shall (i) maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the Exemptive Order as they relate to the Trust, (ii) employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities, and (iii) enter into a Compliance Agreement with each Investment Advisor in form acceptable to the Trust that provides, among other things, that the Investment Manager shall have the power and authority to enforce compliance by the Investment Advisor with the Exemptive Order. The Compliance Agreement is not subject to the provisions of Section 15 of the 1940 Act. The Investment Manager also shall provide, upon reasonable request, the Trust with periodic reports regarding its compliance, as well as the compliance of any Investment Advisor, with the Exemptive Order, and shall promptly provide special reports in the event of any violation of the Exemptive Order. (c) The Investment Manager shall keep confidential each Fund’s holdings in accordance with the applicable Fund’s policy concerning the disclosure of such holdings. The Investment Manager also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Investment Manager, and will furnish not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or conditioned and may not be withheld where the Investment Manager may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the foregoing, the Investment Manager may disclose such information as required by applicable law or regulation or upon request by a regulator or attorney or auditor of Investment Manager. (d) The Investment Manager will report to the Subadviser Board at each meeting thereof as requested by the Board all material changes in any Fund related to its principal office duties since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Investment Manager, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Investment Manager may believe appropriate for this purpose. The Investment Manager will also furnish the Board with such statistical and analytical information with respect to its duties to each Fund as the Investment Manager may believe appropriate or as the Board reasonably may request. In performing its services for each Fund, the Investment Manager shall comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust’s or any Fund’s policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, other applicable laws and any exemptive orders obtained by the Investment Manager or the Trust, including the Exemptive Order.. (e) The Investment Manager will from time to time employ or associate with such persons as the Investment Manager believes to be particularly fitted to assist in the execution of the Investment Manager’s duties hereunder, the cost of performance of such duties to be borne and paid by the Investment Manager. No obligation may be incurred on the Trust’s behalf in any such respect. (f) The Investment Manager will report to the Board all future amendments and supplements matters related to such documents, if any, the Investment Manager that are material to the Investment Manager’s performance of this Agreement. The Investment Manager will notify the Trust as soon as reasonably practicable after and, where possible, in advance of any change of control of the Investment Manager and any changes in its key personnel. (g) The Investment Manager shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the federal securities laws as they relate to the Trust, 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. The Investment Manager will keep the Board and the CCO informed of the individual responsible for administering the policies and procedures of the Investment Manager adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Investment Manager shall cooperate fully with the Trust’s chief compliance officer (“CCO”) in the execution of the CCO’s responsibilities under Rule 38a-1 under the 1940 Act. The Investment Manager also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Investment Manager shall permit the Trust or its representatives to examine the reports required to be made to the Investment Manager under the Code of Ethics. (h) The Investment Manager will maintain records relating to its duties hereunder as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Investment Manager shall 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 become available:and records relating to the services provided by the Investment Manager pursuant to this Agreement required to be prepared and maintained by the Investment Manager or the Trust pursuant to applicable law. The Investment Manager agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Manager shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Investment Manager’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Investment Manager to the Trust or its representatives. (i) The Articles Investment Manager will cooperate with each Fund’s independent public accountants and attorneys and shall take reasonable action to make all necessary information available to those accountants and attorneys for the performance of Incorporation their respective duties. (j) In the performance of its duties under this Agreement the Investment Manager will (i) satisfy its fiduciary duties to the Trust and (ii) comply with the provisions of the CompanyTrust’s Trust Instrument, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof applicable tax and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”); (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policyregulatory requirements. The Investment Manager shall furnish will make its officers and employees available to the Subadviser with any further documents, materials or information that Trust from time to time at reasonable times to review all matters relating to the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this Agreement, services provided by the Investment Manager shall furnish or cause to be furnished 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 Funds or the public, which refer to the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager 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 sentenceeach Fund hereunder.

Duties of the Investment Manager. (a) The Investment Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the Investment Management Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. (b) The Investment Manager has furnished the Subadviser with copies of each of the following documents and 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 documents become available: (i) The Articles of Incorporation of the Company, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”);; and (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policy. The Investment Manager shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this Agreement, the Investment Manager shall furnish or cause to be furnished 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 Funds or the public, which refer to the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager 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 Investment Manager. (a) The A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that the Investment Manager will, at its own expense, select and contract with one or more investment advisers ("Sub-Advisers") to manage the investment operations and composition of each and every Fund of the Trust and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund's investment objective, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust and By-Laws, such Fund's Prospectus and Statement of Additional Information ("SAI"), and any other written guidelines, policies and procedures adopted by the Trust and applicable to such Fund, as from time to time in effect; provided, that any contract with a Sub-Adviser (a "Sub-Advisory Agreement") shall continue to have responsibility for all services to be provided in compliance with and approved as required by the 1940 Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the 1940 Act. B. Subject always to the Fund pursuant to supervision and control of the Trustees of the Trust, the Investment Management Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. (b) The Investment Manager has furnished the Subadviser with copies of each of the following documents and 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 documents become available: have (i) The Articles overall supervisory responsibility for the general management and investment of Incorporation each Fund's assets; (ii) full discretion to select new or additional Sub-Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; (iv) full discretion to terminate and replace any Sub-Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by a Sub-Adviser. In connection with the CompanyInvestment Manager's responsibilities herein, as amended the Investment Manager will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or additional Sub-Advisers from time to time, as filed the Investment Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, the Investment Manager will monitor the compliance of each Sub-Adviser with the Department investment objectives, policies and restrictions of Assessments any Fund or Funds (or portions of any Fund) under the management of such Sub-Adviser, and Taxation the compliance of each Sub-Adviser with legal regulatory requirements and any other written guidelines, policies and procedures adopted by the Trust and applicable to such Fund or Funds. The Investment Manager will review and report to the Trustees of the State Trust on such compliance of Marylandeach Fund and on the performance of each Sub-Adviser. The Investment Manager will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as in effect on the date hereof Trust may reasonably request and as amended is reasonably available. On the Investment Manager's own initiative, the Investment Manager will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time; (ii) The By-Laws of the Company, with such information as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and may be appropriate for this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”); (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policypurpose. The Investment Manager shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this AgreementFurther, the Investment Manager shall furnish agrees to furnish, or cause the appropriate Sub-Adviser(s) to be furnished 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 Trustees of the Funds or Trust such periodic and special reports as the public, which refer to Trustees of the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser Trust may reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. request. C. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager or its affiliates that refer will also furnish to the Subadviser Trust, at its own expense and without remuneration from or its clients in any way are consistent with those materials previously approved by other cost to the Subadviser as referenced in Trust, the preceding sentence.following:

Duties of the Investment Manager. (a) The A. Subject to the general supervision and control of the Trustees of the Trust and under the terms and conditions set forth in this Agreement, the Trust acknowledges and agrees that it is contemplated that the Investment Manager will, at its own expense, select and contract with one or more investment advisers (“Sub-Advisers”) to manage the investment operations and composition of each and every Fund of the Trust and render investment advice for each Fund, including the purchase, retention, and disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund’s investment objective, policies and restrictions as stated in the Trust’s Agreement and Declaration of Trust and By-Laws, such Fund’s Prospectus and Statement of Additional Information (“SAI”), and any other written guidelines, policies and procedures adopted by the Trust and applicable to such Fund, as from time to time in effect; provided, that any contract with a Sub-Adviser (a “Sub-Advisory Agreement”) shall continue to have responsibility for all services to be provided in compliance with and approved as required by the 1940 Act or in accordance with exemptive relief granted by the Securities and Exchange Commission (“SEC”) under the 1940 Act. B. Subject always to the Fund pursuant to supervision and control of the Trustees of the Trust, the Investment Management Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. (b) The Investment Manager has furnished the Subadviser with copies of each of the following documents and 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 documents become available: have (i) The Articles overall supervisory responsibility for the general management and investment of Incorporation each Fund’s assets; (ii) full discretion to select new or additional Sub-Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Sub-Advisory Agreements with Sub-Advisers; (iv) full discretion to terminate and replace any Sub-Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund’s assets not managed by a Sub-Adviser. In connection with the CompanyInvestment Manager’s responsibilities herein, as amended the Investment Manager will assess each Fund’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund’s assets among one or more current or additional Sub-Advisers from time to time, as filed the Investment Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, the Investment Manager will monitor the compliance of each Sub-Adviser with the Department investment objectives, policies and restrictions of Assessments any Fund or Funds (or portions of any Fund) under the management of such Sub-Adviser, and Taxation the compliance of each Sub-Adviser with legal and regulatory requirements and any other written guidelines, policies and procedures adopted by the Trust and applicable to such Fund or Funds. The Investment Manager will review and report to the Trustees of the State Trust on such compliance of Marylandeach Fund and on the performance of each Sub-Adviser. The Investment Manager will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as in effect on the date hereof Trust may reasonably request and as amended is reasonably available. On the Investment Manager’s own initiative, the Investment Manager will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time; (ii) The By-Laws of the Company, with such information as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and may be appropriate for this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”); (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policypurpose. The Investment Manager shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this AgreementFurther, the Investment Manager shall furnish agrees to furnish, or cause the appropriate Sub-Adviser(s) to be furnished 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 Trustees of the Funds or Trust such periodic and special reports as the public, which refer to Trustees of the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser Trust may reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. request. C. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager or its affiliates that refer will also furnish to the Subadviser Trust, at its own expense and without remuneration from or its clients in any way are consistent with those materials previously approved by other cost to the Subadviser as referenced in Trust, the preceding sentence.following:

Duties of the Investment Manager. The Investment Manager, at its own expense, shall render the following services to the Trust: (a) The To the extent required by the Trust’s and Investment Manager’s exemptive relief from the SEC, SEC File No. 812-13915 (the “Exemptive Order”), the Investment Manager shall continue to (i) develop the overall investment program for each Fund (although each Fund’s Investment Advisor (as that term is defined in the Exemptive Order), and not the Investment Manager, will have responsibility for all services investment decisions with respect to be provided assets of the applicable Fund), (ii) oversee and report to the Fund pursuant Board on the performance of each Investment Advisor, (iii) make recommendations to the Board concerning the hiring, retention and dismissal of each Investment Management Agreement Advisor, (iv) assist the Board in gathering and shall evaluating data relating to the operations of each Fund and of the Trust and (v) in the absence of the provision by an administrator of the Trust that is an affiliated person of the Investment Manager of any of following services, (x) oversee the provision of necessary services for each Fund and review (y) furnish office facilities, equipment, services and executive and administrative personnel necessary for managing the Subadviser’s performance investment programs of its duties under this Agreementthe Trust. (b) The Investment Manager has furnished shall (i) comply with the Subadviser with copies of each terms and conditions of the following documents Exemptive Order and (ii) monitor and enforce compliance by any Investment Advisor with the terms and conditions of the Exemptive Order, including any terms and conditions that may relate to investment activity of the Investment Advisor with respect to any Fund. In connection with the Investment Manager’s obligation hereunder to monitor and enforce compliance by any Investment Advisor with the terms and conditions of the Exemptive Order, the Investment Manager shall (i) maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the Exemptive Order as they relate to the Trust, (ii) employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities, and (iii) enter into a Compliance Agreement with each Investment Advisor in form acceptable to the Trust that provides, among other things, that the Investment Manager shall have the power and authority to enforce compliance by the Investment Advisor with the Exemptive Order. The Compliance Agreement is not subject to the provisions of Section 15 of the 1940 Act. The Investment Manager also shall provide, upon reasonable request, the Trust with periodic reports regarding its compliance, as well as the compliance of any Investment Advisor, with the Exemptive Order, and shall promptly provide special reports in the event of any violation of the Exemptive Order. (c) The Investment Manager shall keep confidential each Fund’s holdings in accordance with the applicable Fund’s policy concerning the disclosure of such holdings. The Investment Manager also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Investment Manager, and will furnish not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or conditioned and may not be withheld where the Investment Manager may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the foregoing, the Investment Manager may disclose such information as required by applicable law or regulation or upon request by a regulator or attorney or auditor of Investment Manager. (d) The Investment Manager will report to the Subadviser Board at each meeting thereof as requested by the Board all material changes in any Fund related to its principal office duties since the prior report, and will also keep the Board informed of important developments affecting the Trust, each Fund and the Investment Manager, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Investment Manager may believe appropriate for this purpose. The Investment Manager will also furnish the Board with such statistical and analytical information with respect to its duties to each Fund as the Investment Manager may believe appropriate or as the Board reasonably may request. In performing its services for each Fund, the Investment Manager shall comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust’s or any Fund’s policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934, as amended, the Internal Revenue Code of 1986, as amended, other applicable laws and any exemptive orders obtained by the Investment Manager or the Trust, including the Exemptive Order. (e) The Investment Manager will from time to time employ or associate with such persons as the Investment Manager believes to be particularly fitted to assist in the execution of the Investment Manager’s duties hereunder, the cost of performance of such duties to be borne and paid by the Investment Manager. No obligation may be incurred on the Trust’s behalf in any such respect. (f) The Investment Manager will report to the Board all future amendments and supplements matters related to such documents, if any, the Investment Manager that are material to the Investment Manager’s performance of this Agreement. The Investment Manager will notify the Trust as soon as reasonably practicable after and, where possible, in advance of any change of control of the Investment Manager and any changes in its key personnel. (g) The Investment Manager shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent violations of the federal securities laws as they relate to the Trust, 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. The Investment Manager will keep the Board and the CCO informed of the individual responsible for administering the policies and procedures of the Investment Manager adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Investment Manager shall cooperate fully with the Trust’s chief compliance officer (“CCO”) in the execution of the CCO’s responsibilities under Rule 38a-1 under the 1940 Act. The Investment Manager also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Investment Manager shall permit the Trust or its representatives to examine the reports required to be made to the Investment Manager under the Code of Ethics. (h) The Investment Manager will maintain records relating to its duties hereunder as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Investment Manager shall 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 become available:and records relating to the services provided by the Investment Manager pursuant to this Agreement required to be prepared and maintained by the Investment Manager or the Trust pursuant to applicable law. The Investment Manager agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Investment Manager shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Investment Manager’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Investment Manager to the Trust or its representatives. (i) The Articles Investment Manager will cooperate with each Fund’s independent public accountants and attorneys and shall take reasonable action to make all necessary information available to those accountants and attorneys for the performance of Incorporation their respective duties. (j) In the performance of its duties under this Agreement the Investment Manager will (i) satisfy its fiduciary duties to the Trust and (ii) comply with the provisions of the CompanyTrust’s Trust Instrument, as amended from time to time, as filed with the Department of Assessments and Taxation of the State of Maryland, as in effect on the date hereof applicable tax and as amended from time to time; (ii) The By-Laws of the Company, as in effect on the date hereof and as amended from time to time; (iii) Certified Resolutions of the Board authorizing the appointment of the Investment Manager and the Subadviser and approving the Investment Management Agreement and this Agreement; (iv) The Company’s Registration Statement on Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”), as filed with the SEC relating to the Company and shares of the Company’s capital stock, and all amendments and supplements thereto (the “Registration Statement”); (v) Each Fund’s Prospectus (as defined above); and (vi) The Investment Manager’s Proxy Voting Policyregulatory requirements. The Investment Manager shall furnish will make its officers and employees available to the Subadviser with any further documents, materials or information that Trust from time to time at reasonable times to review all matters relating to the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. (c) During the term of this Agreement, services provided by the Investment Manager shall furnish or cause to be furnished 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 Funds or the public, which refer to the Subadviser or its clients in any way, prior to the first use thereof, and the Investment Manager shall not use any such materials if the Subadviser reasonably objects in writing within five (5) business days (or such other time as may be mutually agreed) after receipt thereof. The Investment Manager shall ensure that materials prepared by employees or agents of the Investment Manager 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 sentenceeach Fund hereunder.