Common use of Duties of the Manager Clause in Contracts

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("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 objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, 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 Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate 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 the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate 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, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("“Advisers"”) to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each Fund's Portfolio’s investment objectives, policies and restrictions as stated in the Trust's ’s Amended and Restated Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Portfolio’s Prospectus and Statement of Additional Information ("“SAI") and Compliance Manual”), as is from time to time in effect; provided, that any contract with an Adviser (an "“Advisory Agreement"”) shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("“SEC"”) under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's Portfolio’s assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with AdvisorsAdvisers; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's Portfolio’s assets not then managed by an Adviser. In connection with Manager's ’s responsibilities herein, Manager will assess each Fund's Portfolio’s investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's Portfolio’s assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's ’s own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject to the general supervision and control of the Trustees Directors of the Trust Corporation and under the terms and conditions set forth in this Agreement, the Trust Corporation acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund of the Trust Corporation 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 objectives, policies and restrictions as stated in the TrustCorporation's Agreement and Declaration Articles of TrustIncorporation, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees Directors of the TrustCorporation, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, 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 Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees Directors of the Trust Corporation on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust Corporation such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust Corporation may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust Corporation of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the TrustCorporation, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees Directors of the Trust Corporation such periodic and special reports as the Trustees Directors of the Trust Corporation may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the TrustCorporation, at its own expense and without remuneration from or other cost to the TrustCorporation, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("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 objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such Fund's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, 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 Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate 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 the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate 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, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each FundPortfolio's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each FundPortfolio's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundTrust, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, the Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; , and (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's its responsibilities hereinset forth under (i) above, the Trust acknowledges and agrees that the Manager will assess select a person to act as Adviser to render investment advice to each Fund's investment focus and will seek to implement decisions with respect to of the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goalsPortfolios. In addition, the Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds (or portions of any Fund) Portfolios under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each such Adviser. The Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) Portfolio may hold or contemplate purchasing, as the Trust may reasonably request. On the Manager's own initiative, the Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) Portfolio and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, the Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. The Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundTrust, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Amended and Restated Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Prospectus and Statement of Additional Information ("SAI") and Compliance Manual), as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, the Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; , and (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's its responsibilities hereinset forth under (i) above, the Trust acknowledges and agrees that the Manager will assess select a person to act as Adviser to render investment advice to each Fund's investment focus and will seek to implement decisions with respect to of the allocation and reallocation of each Fund's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goalsPortfolios. In addition, the Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds (or portions of any Fund) Portfolios under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each such Adviser. The Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund (or portions of any Fund) Portfolio may hold or contemplate purchasing, as the Trust may reasonably request. On the Manager's own initiative, the Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) Portfolio and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, the Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. The Manager will also furnish to the Trust, at its own expense and without remuneration renumeration from or other cost to the Trust, the following:

Duties of the Manager. 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 Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Portfolio of the Trust and render investment advice for each FundPortfolio, including the purchase, retention, and disposition of the investments, securities and cash contained in each FundPortfolio, in accordance with each FundPortfolio's investment objectives, policies and restrictions as stated in the Trust's Agreement and Declaration of Trust, By-Laws, and such FundPortfolio's Prospectus, Statement of Additional Information ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an "Advisory Agreement") shall be in compliance with and approved as required by the Investment Company Act or in accordance with exemptive relief granted by the Securities and Exchange Commission ("SEC") under the Investment Company Act. B. Subject always to the direction and control of the Trustees of the Trust, Manager will have (i) overall supervisory responsibility for the general management and investment of each FundPortfolio's assets; (ii) full discretion to select new or additional Advisers for each FundPortfolio; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviser; and (v) full investment discretion to make all determinations with respect to the investment of a FundPortfolio's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each FundPortfolio's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each FundPortfolio's assets among one or more current or additional Advisers from time to time, as the Manager deems appropriate, to enable each Fund Portfolio to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund Portfolio or Funds Portfolios (or portions of any FundPortfolio) under the management of such Adviser, and review and report to the Trustees of the Trust on the performance of each Adviser. Manager will furnish, or cause the appropriate Adviser(s) to furnish, to the Trust such statistical information, with respect to the investments that a Fund Portfolio (or portions of any FundPortfolio) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund Portfolio (or any portion of a Fund Portfolio that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of the Manager. A. Subject The Trust hereby employs the Manager to manage the affairs of the Trust, subject to the general supervision and control of the Trustees of the Trust Trust, for the period and under on the terms and conditions set forth in this Agreement. The Manager hereby accepts such employment, the Trust acknowledges and agrees that it is contemplated that Manager will, at its own expense, select and contract with one or more investment advisers ("Advisers") to manage the investment operations and composition of each and every Fund Trust's affairs and, in connection therewith, to furnish for the use of the Trust office space and render investment advice all necessary office facilities, equipment and personnel for each Fund, including managing the purchase, retention, and disposition affairs of the investmentsTrust. OrbiMed Advisors, securities and cash contained in each FundLLC, in accordance with each Fund's its capacity as investment objectivesadviser to the Trust, policies (the "Adviser") is responsible for managing the investment and restrictions as stated in reinvestment of the assets of the Trust under the Trust's separate Investment Advisory Agreement and Declaration of Trustdated August 1, By-Laws, and such Fund's Prospectus, Statement of Additional Information 2011 ("SAI") and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an the "Advisory Agreement"). The Manager's services shall include (but are not limited to) shall the following: * arranging for and assisting in the preparation and assembly of all financial and related reporting required to be in compliance with and approved as required filed by the Investment Company Act or in accordance Trust with exemptive relief granted by the Securities and Exchange Commission ("SEC") under on Forms N- CSR, N-Q and N-SAR, or on such other form as the Investment Company Act. B. Subject always to SEC may require, and the direction and control filing of such reports with the SEC; * reviewing the provision of services by the Trust's independent accountants, including, but not limited to, the audit by such accountants of financial statements of the Trustees Trust and the preparation by such accountants of the Trust's federal, Manager will have (i) overall supervisory responsibility for the general management state and investment of each Fund's assets; (ii) full discretion to select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with Advisors; (iv) full discretion to terminate and replace any Adviserlocal tax returns; and (v) full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by an Adviser. In connection with Manager's responsibilities herein, Manager will assess each Fund's investment focus making such reports 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 Advisers from time to time, as the Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report recommendations to the Trustees of the Trust on concerning the performance of each Adviser. Manager will furnish, or cause the independent accountants as the Trustees deem appropriate; * arranging for the filing with the appropriate Adviser(sauthorities all required federal, state and local tax returns and monitoring compliance with sub-chapter M of the Internal Revenue Code and making recommendations regarding distributions from income and capital gains in connection therewith; * arranging for meetings of Holders of the Trust and preparing materials relating to Holder meetings; * overseeing and monitoring the provision of custodian, fund accounting, compliance and related administrative services to the Trust; and making such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate; * overseeing the valuation of all such portfolio investments and other assets of the Trust (subject to any guidelines, directions and instructions of the Trustees), and overseeing and monitoring the calculation of the net asset value of interests in the Trust; * establishing the accounting policies of the Trust and reconciling accounting issues which may arise with respect to the Trust's operations; * reviewing the Trust's bills and authorizing payments of such bills by the Trust's custodian; * arranging for the preparation and filing of all registration statements and other reports (such as Form N- PX) required to furnishbe filed by the Trust with the SEC; * overseeing and monitoring the activities and services of the Adviser under the Advisory Agreement and providing periodic reports to the Board with respect thereto; * distributing and reviewing quarterly compliance questionnaires that require information concerning the Adviser's compliance with Fund investment policies and restrictions (including those contained in the Trust's registration statement, as well as any applicable regulatory restrictions); * obtaining quarterly affirmations from the Adviser that there have been no material compliance violations during the period or, if a violation has occurred, requesting and reviewing an explanation for the violation; * reviewing the Adviser's compliance testing program in connection with it's Rule 38(a)-1 compliance certification, coordinating the Adviser's presentation of compliance information to the Trustees, distributing and reviewing a detailed annual compliance questionnaire in conjunction with the Adviser's Rule 38(a)-1 compliance certification; * periodically reviewing the Adviser's Form ADV to identify changes in business model and/or potential conflicts of interest; * periodically visiting the offices of the Adviser and reviewing information relating to its compliance policies and procedures; * informing the Adviser of changes to policies and procedures applicable to the Trust; * serving as a liaison between the Trust's Board of Trustees and the Adviser, including (but not limited to) reviewing and advising the Board with respect to any changes to the Trust's investment policies requested by the Adviser and providing periodic reports to the Board regarding other investment advisory matters; * consulting with the Trust's independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary; and * providing to the Trust such statistical informationother internal legal, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasingaccounting, as the Trust may reasonably request. On Manager's own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) compliance and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports executive management services as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to request in connection with the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:'s business affairs.